Murrieta City Council
February 4, 2025

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT

1.0 Scope of National Cooperative Contract

1.1 Requirement
The CITY OF MESA, AZ (hereinafter de fined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company (“National IPA”), is requesting proposals for INFORMATION TECHNOLOGY SOLUTIONS. The intent of this Request for Proposal is that any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (her einafter defined and referred to as the “Master Agreement”) be made available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program. The Principal Procurement Agency has executed a Principa l Procurement Agency Certificate with National IPA (an example of which is included as Exhibit D) and has agreed to pursue the Master Agreement. Use of the Mast er Agreement by any Public Agency is preceded by their registration with National IPA as a Participatin g Public Agency in National IPA’s cooperative purchasing program. Registration with National IPA as a Participating Public Agency is accomplishe d by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through National IPA.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither National IPA, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency.

This Exhibit A defines the expectations for qualifying Suppliers based on National IPA’s requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through National IPA.

These requirements are incorporated into and are considered an integral part of this RFP. National IPA reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procur ement Agency available to Participating Public Agencies.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement National IPA intends to provide marketing, sales and administrative support for Supplier pursuant to this section 1.2 that directly promotes the Supplier’s products and services to Participating Public Agencies 225

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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

through multiple channels, each designed to promote specific products and services to Public Agencies on a national basis.

The National IPA marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:

A. Marketing collateral (print, electronic, email, presentations) B. Website development and support
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
F. Sales Team Support

The National IPA sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Partic ipating Public Agencies and prospective Public Agencies through:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams

The National IPA contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies prospective Public Agencies through:

A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration

Suppliers are required to pay an administrative fee of 1.0 % of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the National IPA Administration Agreement (refer to Exhibit B).

Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the National Intergovernmental Purchasing Alliance Company Administration Agreement between Supplier and National IPA (the "National IPA Administration Agreement")

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $500 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize th e resulting Master Agreement to be made Deleted: 3
Commented [PB1]: Typically on national contracts we see contract fees ranging from 0.25% to 1.00%. We understand the need for an administrative fee, but we are concerned that a fee of 3.0% will render this contract less competitive and that therefore it will not be as widely used as other purchasing options available to this customer set. In order to ensure that this contract is as widely adopted and successful as possible, we would recommend an administrative fee of 1.0%. This will allow this vehicle to will be more in line with other national purchasing vehicles, and in turn, we believe, will render a larger dollar fee than the higher percentage would provide, since the contract will be more widely adopted. SHI will agree to the higher administrative fee if that is the route that National IPA decides to take; however we wanted to share our thoughts and experiences around the “sweet spot” for this fee.
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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

available to them through National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and National IPA.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will be the basis of award on a national level through National IPA. If multiple suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same suppliers will be required to extend the Master Agreement to Participating Public Agencies through National IPA. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principa l Procurement Agency are subject to modification for each Participating Public Agency as Supplier, such Participating Public Agency and National IPA shall agree. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement, including but not limited to invoice requirements; order requirements; specialized delivery; diversity requirements such as minority and woman owned businesses, historically underutilized business; and governing law. As part of such supplemental agreements, Participating Agencies may negotiate other terms of the Master Agreement, and may require offeror. Any supplemental agreement developed as a result of the Master Agreement is exclusiv ely between the Participating Agency and the Supplier (Contract Sales are reported to National IPA).

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through National IPA’s cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process; D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and National IPA designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment
Deleted: and/or manufacturer to accept additional and/or modified licensing terms or separate subscription/user access provisions
Deleted: Participating Agencies may also contract directly with the offeror’s authorized tier one suppliers pursuant to a request process based on factors as defined by the Participating Agency. These contracts would constitute individual contracts between the Participating Agency and tier one suppliers who have accepted the terms of the Master Agreement under a separate supplemental agreement between the Participating Agency and the tier one supplier. Sales under these contracts are tracked and reported to National IPA by the offeror. 227

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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Suppli er has read and agrees to the terms and conditions of the Administration Agreement with National IPA and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

2.2 2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through National IPA nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to National IPA in accordance with the National IPA Administration Agreement. Supplier also commits that its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

3.0 SUPPLIER QUALIFICATIONS
Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through National IPA.

3.1 Company
A. Brief history and description of your company.

B. Total number and location of sales persons employed by your company.

C. Number and location of support centers (if applicable).

D. Annual sales for the three previous fiscal years.

E. Submit your FEIN and Dunn & Bradstreet report.

3.2 Distribution, Logistics
A. Describe how your company proposes to distribute the products/service nationwide.

B. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

C. Provide the number, size and location of your company’s distribution facilities, warehouses and retail network as applicable.

D. State any return and restocking policy a nd fees, if applicable, associated with returns.

E. Describe the full line of products and services offered by your company.

Deleted: Pricing Commitment¶
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, that the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.
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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as your company’s primary go to market strategy for Public Agencies to your teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of your national sales force with participation from the executive leadership of your company, along with the National IPA team within first 90 days
B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing P ubic Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, contract details and contact information published on the Supplier company website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with National IPA at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by National IPA for partner suppliers. Booth space will be purchased and staffed by your company. In addition, you commit to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by National IPA. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated National IPA internet web-based homepage on Supplier website with:
 National IPA standard logo;
 Copy of original Request for Proposal;
 Copy of contract and amendments between Principal Procurement Agency and Supplier;
 Summary of Products and pricing;
 Marketing Materials
 Electronic link to National IPA’s website including the online registration page;
 A dedicated toll free number and email address for National IPA C. Describe how your company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through National IPA.

Include a list of current cooperative contracts (regional and national) your 229

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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

company holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

D. Acknowledge that your company agrees to provide its company/corporate logo(s) to National IPA and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of National IPA logo will require permission for reproduction, as well.

E. Supplier is responsible for proactive direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by National IPA. All sales materials are to use the National IPA logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Advantageous government pricing
iii. No cost to participate
iv. Non-exclusive contract
F. Supplier is responsible for the training of its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through National IPA
iv. Knowledge of benefits of the use of cooperative contracts G. Provide contact information for the person(s), who will be responsible for:
i. Marketing
ii. Sales
iii. Sales Support
iv. Financial Reporting
v. Contracts
H. Describe in detail how your company’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

I. Explain in detail how the sales teams will work with the National IPA team to implement, grow and service the national program.

J. Explain in detail how your organization will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set- up, etc.

K. State the amount of your company’s Public Agency sales for the previous fiscal year. Provide a list of your top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

L. Describe your company’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that your company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).

Deleted: Best
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EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract

$_______.00 in year one
$_______.00 in year two
$_______.00 in year three

To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

N. Even though it is anticipated that many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to National IPA).
ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to National IPA under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to National IPA). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Ag reement, and include Master Agreement as the alternate or additional proposal.

Detail your strategies under these options when responding to a solicitation.

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NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS

EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY

ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20___, between National Intergovernmental Purchasing Alliance Company (“National IPA”), and ________________ (“Supplier”).

RECITALS

WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement dated _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ___________________________ (the “Product”);

WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the National IPA website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) ( each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement;

WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through National IPA to Public Agencies;

WHEREAS, National IPA serves as the contract ad ministrator of the Master Agreement on behalf of Principal Procurement Agency;

WHEREAS, Principal Procurement Agency desi res National IPA to proceed with administration of the Master Agreement; and

WHEREAS, National IPA and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between National IPA and Supplier.

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, National IPA and Supplier hereby agree as follows:

DEFINITIONS

1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement.

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EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

TERMS AND CONDITIONS

2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement ar e incorporated herein and are an integral part hereof.

3. National IPA shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to National IPA, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance.

4. National IPA shall perform all of its dutie s, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by National IPA solely in its capacity as the contract administrator under the Master Agreement.

5. With respect to any purchases by Princi pal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, National IPA shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the du e authorization and approval necessary to purchase under the Master Agreement. National IPA makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement.

6. National IPA shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold National IPA harmless from any liability that may arise from the negligent acts or omissions of Supplier in the course of its performance under the Master Agreement.

7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NATIONAL

IPA EXPRESSLY DISCLAIMS ALL EXPRES S OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING NATIONAL IPA’ S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT.

8. NEITHER PARTY SHALL BE LIABLE IN ANY WAY FOR ANY SPECIAL,

INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE

DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS

OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF

OTHER ASSETS, WHETHER OR NOT FORESEEABLE, EVEN IF A PARTY IS ADVISED OF Deleted: connection with the
Deleted: NATIONAL
Deleted: IPA
Deleted: NOT
Deleted: NATIONAL
Deleted: IPA
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EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

THE POSSIBILITY OF SUCH DAMAGES.

9. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY

ORDER ISSUED HEREUNDER, SUPPLI ER HEREBY DISCLAIMS ALL OTHER

WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY

WARRANTY OF MERCHANTABILITY OR FI TNESS 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 WARRANTY PROVIDED BY AN OEM.

TERM OF AGREEMENT; TERMINATION

10. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 9 and 14 – 23, hereof and the indemnifications and limitations of liability afforded by the Supplier to National IPA in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.

11. Supplier’s failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of this Agreement at National IPA’s sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement.

NATIONAL PROMOTION
j

12. National IPA and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees. Supplier shall require each Public Agency to register its par ticipation in the National IPA program by either registering on the National IPA website, www.nationalipa.org, or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases.

13. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, in cluding assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and National IPA. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to National IPA or posts on the National IPA website. Supplier shall indemnify, defend and hold harmless National IPA for use of all such content and images including copyright infringement claims. Supplier and National IPA each hereby grant to the other Deleted: 8
Deleted: 8
Commented [PB5]: Update
Deleted: 9
Deleted: 10
Deleted: 11
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EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.

ADMINISTRATIVE FEE, REPORTING & PAYMENT

1 4. An “Administrative Fee” shall be define d and due to National IPA from Supplier in the amount of __ percent (__%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutua lly agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.

1 5. Supplier shall provide National IPA with an electronic accounting report monthly, in the format prescribed by National IPA, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhi bit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to National IPA by the 10 th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at National IPA’s sole discretion.

16. Administrative Fee payments are to be paid by Supplier to National IPA at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the National IPA designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at National IPA’s sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full.

17. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. National IPA, or its designee, in National IPA’s sole discretion, reserves the right to compare Particip ating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date National IPA receives such report. In addition, National IPA may engage a third party to conduct an independent audit of Supplier’s monthly reports. National IPA will request to audit Supplier by providing at least thirty (30) days’ notice to Supplier and shall be permitted to conduct such audits once per calendar year. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such Deleted: 2
Deleted: 3
Deleted: 4
Deleted: 5
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EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

audit by National IPA at the location designated by National IPA. In the event an underreporting of Contract Sales and a resulting underpayment of Admi nistrative Fees is revealed, National IPA will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to National IPA’s reas onable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 15, and reimbursement of National IPA’s costs and expenses related to such audit.

GENERAL PROVISIONS

16. This Agreement, the Master Agreement a nd the exhibits referenced herein supersede any and all other agreements, either oral or in writ ing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between National IPA and Supplier, the provisions of this Agreement shall prevail.

17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee a nd accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled.

A. 18. This Agreement and National IPA’s rights and obligations hereunder may be assigned at to an affiliate of National IPA, any purchaser of any or all or substantially all of the assets of National IPA, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law orotherwise, with Supplier’s written consent, which shall not be unreasonably withheld. Supplier may not assign its obligations hereunder without the prior written consent of National IPA, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to a successor pursuant to a merger, consolidation or sale of all or substantially all its assets.

19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below.

A. National Intergovernmental Purchasing Alliance Company

National IPA
Attn: President
2555 Meridian Blvd
Suite 300
Franklin, TN 37067

B. Supplier

290 Davidson Avenue
Somerset, NJ 08873

Deleted: 3
Commented [PB6]: Note: Individual agreements with the Agencies (if any) be necessary bc they desire alternate terms and therefore any conflicting terms stated in those agreements would supersede this Agreement.

We need to bring clarity here. The Master states it will control and this Agreement states that it will control. SHI prefer we make the Master control.

Deleted: National IPA’s sole discretion
Deleted:
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EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not af fect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.

21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.

22. This Agreement shall inure to the bene fit of and shall be binding upon National IPA, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein.

23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.

24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument.

The exchange of copies of this
Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever.

Authorized Signature, Supplier NATIONAL INTERGOVERNMENTAL

PURCHASING ALLIANCE COMPANY

Signature Signature

Ward H. Brown
Name Name

Chief Operating Officer
Title Title

Date Date

237

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C – NATIONAL IPA MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING

AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT

This Master Intergovernmental Coope rative Purchasing Agreement (this “ Agreement”) is entered into by and between those certain government agen cies that execute a Principal Procurement Agency Certificate (“ Principal Procurement Agencies ”) with National Intergovern mental Purchasing Alliance Company (“ National IPA ”) to be appended and made a part he reof and such other public agencies (“Participating Public Agencies ”) who register to participate in the cooperative purchasing programs administered by National IPA and its affiliat es and subsidiaries (collectively, the “National IPA Parties”) by either registering on a National IPA Party website (such as www.nationalipa.org), or by executing a copy of this Agreement.

RECITALS

WHEREAS, after a competitive solicitation and sel ection process by Principal Procurement Agencies, a number of suppliers have entered into “ Master Agreements” (herein so called) to provide a variety of goods, products and services (“ Products”) to the applicable Princi pal Procurement Agency and the Participating Public Agencies;

WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the National IPA Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and

WHEREAS, in addition to Master Agreements, the National IPA Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements.

NOW, THEREFORE, in consideration of the mutual promis es contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows:

1. Each party will facilitate the cooperative procurement of Products.

2. The Participating Public Agencies shall procur e Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement pr actices. The Participat ing Public Agencies hereby acknowledge and agree that it is the inte nt of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(h), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives.

3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital and is not purchasing Products on behalf of a hospital.

238

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS

EXHIBIT C- NATIONAL IPA MASTER INTERGOVERNMENTAL COPERATIVE PURCHASING

AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law.

5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies.

6. The Participating Public Agency agrees the National IPA Parties may provide access to group purchasing organization (“ GPO”) agreements directly or indirectly by enrolling the Participating Public Agency in another GPO’s purchasing program, including but not limited to Vizient Source, LLC, Provista, Inc. and other National IPA affiliates and subsidiaries; provided the purchase of Products through a National IPA Party or any other GPO shall be at the Participating Public Agency’s sole discretion.

7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “ GPO Contract”) will make timely payments to the reseller ( “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreem ent or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier.

8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services.

9. The Procuring Party shall be responsible for th e ordering of Products under this Agreement.

A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold non- procuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party.

10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE NATIONAL

IPA PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED

REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. NONE OF THE PARTIES SHALL BE LIABLE

IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,

EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING

PARTY ACKNOWLEDGES AND AGREES THAT THE NATIONAL IPA PARTIES

SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT.

Deleted: distributor, manufacturer or other vendor
Deleted: collectively,
Deleted: THE NATIONAL IPA
Deleted: NOT
Deleted: NATIONAL IPA
239

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS

EXHIBIT C- NATIONAL IPA MASTER INTERGOVERNMENTAL COPERATIVE PURCHASING

AGREEMENT, EXAMPLE

Requirements for National Cooperative Contract

11. This Agreement shall remain in effect until te rmination by a party giving thirty (30) days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination.

12. This Agreement shall take effect upon (i) ex ecution of the Principal Procurement Agency Certificate, or (ii) the registration on a Nation al IPA Party website or the execution of this Agreement by a Participating Public Agency, as applicable.

240

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT D – NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE

Requirements for National Cooperative Contract

PRINCIPAL PROCUREMENT AGENCY CERTIFICATE

In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company (“National IPA”), [NAME OF PPA] agrees to pursue Master Agreements for Products as specifie d in the attached Exhibits to this Principal Procurement Agency Certificate.

I hereby acknowledge, in my capacity as ________ _____ of and on behalf of [NAME OF PPA] (“Principal Procurement Agency”), that I have r ead and hereby agree to the general terms and conditions set forth in the attached Master In tergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and pu rchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through National IPA.

I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency.

Authorized Signature, [PRINCIPAL PROCUREMENT AGENCY]

Signature

Name

Title

Date

241

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT E – NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE

Requirements for National Cooperative Contract

Supplier Name:

Contract Sales Report Month:

Contract ID:

Participating Agency Name Address City State Zip Code
Participating
Agency #
{Assigned
by National
IPA and
provided to
Supplier}
Transaction
Date
(Date of
Sale)
Contract
Sales for
Month ($)
Admin
Fee %
Admin
Fee $
Report Totals
Cumulative Contract Sales

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS

EXHIBIT C - NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE (to be submitted electronically in Microsoft Excel format) National IPA Contract Sales Monthly Report
242

Requirements for National Cooperative Contract

NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS

EXHIBIT F- NATIONAL IPA ADVERTISING COMPLIANCE REQUIREMENT

Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.220, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with National IPA and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes:

Nationwide:

State of Alabama* State of Hawaii State of Massachusetts State of New Mexico State of South Dakota
State of Alaska State of Idaho State of Mi chigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma * State of Virginia State of Connecticut State of Ke ntucky State of Nebraska State of Oregon State of Washington State of Delaware State of Louisiana State of Nevada State of Pennsylvania State of West Virginia
State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Je rsey State of South Carolina State of Wyoming District of Columbia

Lists of political subdivisions and local governments in the above referenced states / districts may be found at http://www.usa.gov/Agencies/State_and_Territories.shtml and https://www.usa.gov/local-governments.

*Some public agencies and political subdivisions of these states may be restricted by state statutes that limit competition among cooperative purchasing organizations by only allowing use of purchasing cooperatives sponsored by certain National Associations.

Certain Public Agencies and Political Subdivisions:

CITIES, TOWNS, VILLAGES AND BOROUGHS
INCLUDING BUT NOT LIMITED TO:

BAKER CITY GOLF COURSE, OR

CITY OF ADAIR VILLAGE, OR

CITY OF ASHLAND, OR

CITY OF AUMSVILLE, OR

CITY OF AURORA, OR

CITY OF BAKER, OR

CITY OF BATON ROUGE, LA

CITY OF BEAVERTON, OR

CITY OF BEND, OR

CITY OF BOARDMAN, OR

CITY OF BONANAZA, OR

CITY OF BOSSIER CITY, LA

CITY OF BROOKINGS, OR

CITY OF BURNS, OR

CITY OF CANBY, OR

CITY OF CANYONVILLE, OR

CITY OF CLATSKANIE, OR

CITY OF COBURG, OR

CITY OF CONDON, OR

CITY OF COQUILLE, OR

CITY OF CORVALLI, OR

CITY OF CORVALLIS PARKS AND RECREATION

DEPARTMENT, OR

CITY OF COTTAGE GROVE, OR

CITY OF DONALD, OR

CITY OF EUGENE, OR

CITY OF FOREST GROVE, OR

CITY OF GOLD HILL, OR

CITY OF GRANTS PASS, OR

CITY OF GRESHAM, OR

CITY OF HILLSBORO, OR

CITY OF INDEPENDENCE, OR

CITY AND COUNTY OF HONOLULU, HI

CITY OF KENNER, LA

CITY OF LA GRANDE, OR

CITY OF LAFAYETTE, LA

CITY OF LAKE CHARLES, OR

CITY OF LEBANON, OR

CITY OF MCMINNVILLE, OR

CITY OF MEDFORD, OR

CITY OF METAIRIE, LA

CITY OF MILL CITY, OR

CITY OF MILWAUKIE, OR

CITY OF MONROE, LA

CITY OF MOSIER, OR

CITY OF NEW ORLEANS, LA

CITY OF NORTH PLAINS, OR

CITY OF OREGON CITY, OR

CITY OF PILOT ROCK, OR

CITY OF PORTLAND, OR

CITY OF POWERS, OR

CITY OF PRINEVILLE, OR

CITY OF REDMOND, OR

CITY OF REEDSPORT, OR

CITY OF RIDDLE, OR

CITY OF ROGUE RIVER, OR

CITY OF ROSEBURG, OR

CITY OF SALEM, OR

CITY OF SANDY, OR

CITY OF SCAPPOOSE, OR

CITY OF SHADY COVE, OR

CITY OF SHERWOOD, OR

CITY OF SHREVEPORT, LA

CITY OF SILVERTON, OR
243

Requirements for National Cooperative Contract

CITY OF SPRINGFIELD, OR
CITY OF ST. HELENS, OR
CITY OF ST. PAUL, OR

CITY OF SULPHUR, LA

CITY OF TIGARD, OR

CITY OF TROUTDALE, OR

CITY OF TUALATIN, OR

CITY OF WALKER, LA

CITY OF WARRENTON, OR

CITY OF WEST LINN, OR

CITY OF WILSONVILLE, OR

CITY OF WINSTON, OR

CITY OF WOODBURN, OR

LEAGUE OF OREGON CITES

THE CITY OF HAPPY VALLEY OREGON

ALPINE, UT

ALTA, UT

ALTAMONT, UT

ALTON, UT

AMALGA, UT

AMERICAN FORK CITY, UT

ANNABELLA, UT

ANTIMONY, UT

APPLE VALLEY, UT

AURORA, UT

BALLARD, UT

BEAR RIVER CITY, UT

BEAVER, UT

BICKNELL, UT

BIG WATER, UT

BLANDING, UT

BLUFFDALE, UT

BOULDER, UT

CITY OF BOUNTIFUL, UT

BRIAN HEAD, UT

BRIGHAM CITY CORPORATION, UT

BRYCE CANYON CITY, UT

CANNONVILLE, UT

CASTLE DALE, UT

CASTLE VALLEY, UT

CITY OF CEDAR CITY, UT

CEDAR FORT, UT

CITY OF CEDAR HILLS, UT

CENTERFIELD, UT

CENTERVILLE CITY CORPORATION, UT

CENTRAL VALLEY, UT

CHARLESTON, UT

CIRCLEVILLE, UT

CLARKSTON, UT

CLAWSON, UT

CLEARFIELD, UT

CLEVELAND, UT

CLINTON CITY CORPORATION, UT

COALVILLE, UT

CORINNE, UT

CORNISH, UT

COTTONWOOD HEIGHTS, UT

DANIEL, UT

DELTA, UT

DEWEYVILLE, UT

DRAPER CITY, UT

DUCHESNE, UT

EAGLE MOUNTAIN, UT

EAST CARBON, UT

ELK RIDGE, UT

ELMO, UT

ELSINORE, UT

ELWOOD, UT

EMERY, UT

ENOCH, UT

ENTERPRISE, UT

EPHRAIM, UT

ESCALANTE, UT

EUREKA, UT

FAIRFIELD, UT

FAIRVIEW, UT

FARMINGTON, UT

FARR WEST, UT

FAYETTE, UT

FERRON, UT

FIELDING, UT

FILLMORE, UT

FOUNTAIN GREEN, UT

FRANCIS, UT

FRUIT HEIGHTS, UT

GARDEN CITY, UT

GARLAND, UT

GENOLA, UT

GLENDALE, UT

GLENWOOD, UT

GOSHEN, UT

GRANTSVILLE, UT

GREEN RIVER, UT

GUNNISON, UT

HANKSVILLE, UT

HARRISVILLE, UT

HATCH, UT

HEBER CITY CORPORATION, UT

HELPER, UT

HENEFER, UT

HENRIEVILLE, UT

HERRIMAN, UT

HIDEOUT, UT

HIGHLAND, UT

HILDALE, UT

HINCKLEY, UT

HOLDEN, UT

HOLLADAY, UT

HONEYVILLE, UT

HOOPER, UT

HOWELL, UT

HUNTINGTON, UT

HUNTSVILLE, UT

CITY OF HURRICANE, UT

HYDE PARK, UT

HYRUM, UT

INDEPENDENCE, UT

IVINS, UT

JOSEPH, UT

JUNCTION, UT

KAMAS, UT

KANAB, UT

KANARRAVILLE, UT

KANOSH, UT

KAYSVILLE, UT

KINGSTON, UT

KOOSHAREM, UT

LAKETOWN, UT

LA VERKIN, UT

LAYTON, UT
244

Requirements for National Cooperative Contract

LEAMINGTON, UT

LEEDS, UT

LEHI CITY CORPORATION, UT

LEVAN, UT

LEWISTON, UT

LINDON, UT

LOA, UT

LOGAN CITY, UT

LYMAN, UT

LYNNDYL, UT

MANILA, UT

MANTI, UT

MANTUA, UT

MAPLETON, UT

MARRIOTT-SLATERVILLE, UT

MARYSVALE, UT

MAYFIELD, UT

MEADOW, UT

MENDON, UT
MIDVALE CITY INC., UT

MIDWAY, UT

MILFORD, UT

MILLVILLE, UT

MINERSVILLE, UT

MOAB, UT

MONA, UT

MONROE, UT

CITY OF MONTICELLO, UT

MORGAN, UT

MORONI, UT

MOUNT PLEASANT, UT

MURRAY CITY CORPORATION, UT

MYTON, UT

NAPLES, UT

NEPHI, UT

NEW HARMONY, UT

NEWTON, UT

NIBLEY, UT

NORTH LOGAN, UT

NORTH OGDEN, UT

NORTH SALT LAKE CITY, UT

OAK CITY, UT

OAKLEY, UT

OGDEN CITY CORPORATION, UT

OPHIR, UT

ORANGEVILLE, UT

ORDERVILLE, UT

OREM, UT

PANGUITCH, UT

PARADISE, UT

PARAGONAH, UT

PARK CITY, UT

PAROWAN, UT

PAYSON, UT

PERRY, UT

PLAIN CITY, UT

PLEASANT GROVE CITY, UT

PLEASANT VIEW, UT

PLYMOUTH, UT

PORTAGE, UT

PRICE, UT

PROVIDENCE, UT

PROVO, UT

RANDOLPH, UT

REDMOND, UT

RICHFIELD, UT

RICHMOND, UT

RIVERDALE, UT

RIVER HEIGHTS, UT

RIVERTON CITY, UT

ROCKVILLE, UT

ROCKY RIDGE, UT

ROOSEVELT CITY CORPORATION, UT

ROY, UT

RUSH VALLEY, UT
CITY OF ST. GEORGE, UT

SALEM, UT

SALINA, UT

SALT LAKE CITY CORPORATION, UT

SANDY, UT

SANTA CLARA, UT

SANTAQUIN, UT

SARATOGA SPRINGS, UT

SCIPIO, UT

SCOFIELD, UT

SIGURD, UT

SMITHFIELD, UT

SNOWVILLE, UT

CITY OF SOUTH JORDAN, UT

SOUTH OGDEN, UT

CITY OF SOUTH SALT LAKE, UT

SOUTH WEBER, UT

SPANISH FORK, UT

SPRING CITY, UT

SPRINGDALE, UT

SPRINGVILLE, UT

STERLING, UT

STOCKTON, UT

SUNNYSIDE, UT

SUNSET CITY CORP, UT

SYRACUSE, UT

TABIONA, UT

CITY OF TAYLORSVILLE, UT

TOOELE CITY CORPORATION, UT

TOQUERVILLE, UT

TORREY, UT

TREMONTON CITY, UT

TRENTON, UT

TROPIC, UT

UINTAH, UT

VERNAL CITY, UT

VERNON, UT

VINEYARD, UT

VIRGIN, UT

WALES, UT

WALLSBURG, UT

WASHINGTON CITY, UT

WASHINGTON TERRACE, UT

WELLINGTON, UT

WELLSVILLE, UT

WENDOVER, UT

WEST BOUNTIFUL, UT

WEST HAVEN, UT

WEST JORDAN, UT

WEST POINT, UT

WEST VALLEY CITY, UT

WILLARD, UT

WOODLAND HILLS, UT

WOODRUFF, UT

WOODS CROSS, UT
245

Requirements for National Cooperative Contract

COUNTIES AND PARISHES INCLUDING BUT NOT
LIMITED TO:

ASCENSION PARISH, LA

ASCENSION PARISH, LA, CLEAR OF COURT

CADDO PARISH, LA

CALCASIEU PARISH, LA
CALCASIEU PARISH SHERIFF’S OFFICE, LA

CITY AND COUNTY OF HONOLULU, HI

CLACKAMAS COUNTY, OR

CLACKAMAS COUNTY DEPT OF TRANSPORTATION,
OR

CLATSOP COUNTY, OR

COLUMBIA COUNTY, OR

COOS COUNTY, OR

COOS COUNTY HIGHWAY DEPARTMENT, OR

COUNTY OF HAWAII, OR

CROOK COUNTY, OR

CROOK COUNTY ROAD DEPARTMENT, OR

CURRY COUNTY, OR

DESCHUTES COUNTY, OR

DOUGLAS COUNTY, OR

EAST BATON ROUGE PARISH, LA

GILLIAM COUNTY, OR

GRANT COUNTY, OR

HARNEY COUNTY, OR

HARNEY COUNTY SHERIFFS OFFICE, OR

HAWAII COUNTY, HI

HOOD RIVER COUNTY, OR

JACKSON COUNTY, OR

JEFFERSON COUNTY, OR

JEFFERSON PARISH, LA

JOSEPHINE COUNTY GOVERNMENT, OR

LAFAYETTE CONSOLIDATED GOVERNMENT, LA

LAFAYETTE PARISH, LA

LAFAYETTE PARISH CONVENTION & VISITORS

COMMISSION

LAFOURCHE PARISH, LA

KAUAI COUNTY, HI

KLAMATH COUNTY, OR

LAKE COUNTY, OR

LANE COUNTY, OR

LINCOLN COUNTY, OR

LINN COUNTY, OR

LIVINGSTON PARISH, LA

MALHEUR COUNTY, OR

MAUI COUNTY, HI

MARION COUNTY, SALEM, OR

MORROW COUNTY, OR

MULTNOMAH COUNTY, OR

MULTNOMAH COUNTY BUSINESS AND

COMMUNITY SERVICES, OR

MULTNOMAH COUNTY SHERIFFS OFFICE, OR

MULTNOMAH LAW LIBRARY, OR

ORLEANS PARISH, LA

PLAQUEMINES PARISH, LA

POLK COUNTY, OR

RAPIDES PARISH, LA

SAINT CHARLES PARISH, LA

SAINT CHARLES PARISH PUBLIC SCHOOLS, LA

SAINT LANDRY PARISH, LA

SAINT TAMMANY PARISH, LA

SHERMAN COUNTY, OR

TERREBONNE PARISH, LA

TILLAMOOK COUNTY, OR

TILLAMOOK COUNTY SHERIFF'S OFFICE, OR

TILLAMOOK COUNTY GENERAL HOSPITAL, OR

UMATILLA COUNTY, OR

UNION COUNTY, OR

WALLOWA COUNTY, OR

WASCO COUNTY, OR

WASHINGTON COUNTY, OR

WEST BATON ROUGE PARISH, LA

WHEELER COUNTY, OR

YAMHILL COUNTY, OR

COUNTY OF BOX ELDER, UT

COUNTY OF CACHE, UT

COUNTY OF RICH, UT

COUNTY OF WEBER, UT

COUNTY OF MORGAN, UT

COUNTY OF DAVIS, UT

COUNTY OF SUMMIT, UT

COUNTY OF DAGGETT, UT

COUNTY OF SALT LAKE, UT

COUNTY OF TOOELE, UT

COUNTY OF UTAH, UT

COUNTY OF WASATCH, UT

COUNTY OF DUCHESNE, UT

COUNTY OF UINTAH, UT

COUNTY OF CARBON, UT

COUNTY OF SANPETE, UT

COUNTY OF JUAB, UT

COUNTY OF MILLARD, UT

COUNTY OF SEVIER, UT

COUNTY OF EMERY, UT

COUNTY OF GRAND, UT

COUNTY OF BEVER, UT

COUNTY OF PIUTE, UT

COUNTY OF WAYNE, UT

COUNTY OF SAN JUAN, UT

COUNTY OF GARFIELD, UT

COUNTY OF KANE, UT

COUNTY OF IRON, UT

COUNTY OF WASHINGTON, UT

OTHER AGENCIES INCLUDING ASSOCIATIONS,

BOARDS, DISTRICTS, COMMISSIONS, COUNCILS,

PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT

AUTHORITIES, RESERVATIONS AND UTILITIES
INCLUDING BUT NOT LIMITED TO:

BANKS FIRE DISTRICT, OR

BATON ROUGE WATER COMPANY

BEND METRO PARK AND RECREATION DISTRICT
BIENVILLE PARISH FIRE PROTECTION DISTRICT 6,
LA

BOARDMAN PARK AND RECREATION DISTRICT

CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA

CENTRAL OREGON INTERGOVERNMENTAL

COUNCIL

CITY OF BOGALUSA SCHOOL BOARD, LA

CLACKAMAS RIVER WATER

CLATSKANIE PEOPLE'S UTILITY DISTRICT

CLEAN WATER SERVICES

CONFEDERATED TRIBES OF THE UMATILLA INDIAN

RESERVATION

COOS FOREST PROTECTIVE ASSOCIATION

CHEHALEM PARK AND RECREATION DISTRICT
DAVID CROCKETT STEAM FIRE COMPANY #1, LA

EUGENE WATER AND ELECTRIC BOARD

HONOLULU INTERNATIONAL AIRPORT
246

Requirements for National Cooperative Contract

HOODLAND FIRE DISTRICT #74

HOUSING AUTHORITY OF PORTLAND

ILLINOIS VALLEY FIRE DISTRICT

LAFAYETTE AIRPORT COMMISSION, LA
LAFOURCHE PARISH HEALTH UNIT – DHH-OPH
REGION 3

LOUISIANA PUBLIC SERVICE COMMISSION, LA

LOUISIANA WATER WORKS

MEDFORD WATER COMMISSION

MELHEUR COUNTY JAIL, OR

METRO REGIONAL GOVERNMENT

METRO REGIONAL PARKS

METROPOLITAN EXPOSITION RECREATION

COMMISSION

METROPOLITAN SERVICE DISTRICT (METRO)

MULTNOMAH EDUCATION SERVICE DISTRICT

NEW ORLEANS REDEVELOPMENT AUTHORITY, LA

NORTHEAST OREGON HOUSING AUTHORITY, OR

PORT OF BRANDON, OR

PORT OF MORGAN CITY, LA

PORTLAND DEVELOPMENT COMMISSION, OR

PORTLAND FIRE AND RESCUE

PORTLAND HOUSING CENTER, OR

OREGON COAST COMMUNITY ACTION

OREGON HOUSING AND COMMUNITY SERVICES

OREGON LEGISLATIVE ADMINISTRATION

ROGUE VALLEY SEWER, OR

SAINT LANDRY PARISH TOURIST COMMISSION
SAINT MARY PARISH REC DISTRICT 2
SAINT MARY PARISH REC DISTRICT 3
SAINT TAMMANY FIRE DISTRICT 4, LA

SALEM MASS TRANSIT DISTRICT

SEWERAGE AND WATER BOARD OF NEW ORLEANS,
LA

SOUTH LAFOURCHE LEVEE DISTRICT, LA

TRI-COUNTY METROPOLITAN TRANSPORTATION

DISTRICT OF OREGON

TUALATIN HILLS PARK & RECREATION DISTRICT

TUALATIN VALLEY FIRE & RESCUE

TUALATIN VALLEY WATER DISTRICT

WILLAMALANE PARK AND RECREATION DISTRICT

WILLAMETTE HUMANE SOCIETY

K-12 INCLUDING BUT NOT LIMITED TO:

ACADIA PARISH SCHOOL BOARD

BEAVERTON SCHOOL DISTRICT

BEND-LA PINE SCHOOL DISTRICT

BOGALUSA HIGH SCHOOL, LA

BOSSIER PARISH SCHOOL BOARD

BROOKING HARBOR SCHOOL DISTRICT

CADDO PARISH SCHOOL DISTRICT

CALCASIEU PARISH SCHOOL DISTRICT

CANBY SCHOOL DISTRICT

CANYONVILLE CHRISTIAN ACADEMY

CASCADE SCHOOL DISTRICT

CASCADES ACADEMY OF CENTRAL OREGON

CENTENNIAL SCHOOL DISTRICT

CENTRAL CATHOLIC HIGH SCHOOL
CENTRAL POINT SCHOOL DISTRICT NO.6
CENTRAL SCHOOL DISTRICT 13J
COOS BAY SCHOOL DISTRICT NO.9
CORVALLIS SCHOOL DISTRICT 509J
COUNTY OF YAMHILL SCHOOL DISTRICT 29

CULVER SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO.2

DAVID DOUGLAS SCHOOL DISTRICT
DAYTON SCHOOL DISTRICT NO.8

DE LA SALLE N CATHOLIC HS
DESCHUTES COUNTY SCHOOL DISTRICT NO.6

DOUGLAS EDUCATIONAL DISTRICT SERVICE
DUFUR SCHOOL DISTRICT NO.29

EAST BATON ROUGE PARISH SCHOOL DISTRICT
ESTACADA SCHOOL DISTRICT NO.10B

FOREST GROVE SCHOOL DISTRICT

GEORGE MIDDLE SCHOOL

GLADSTONE SCHOOL DISTRICT
GRANTS PASS SCHOOL DISTRICT 7

GREATER ALBANY PUBLIC SCHOOL DISTRICT

GRESHAM BARLOW JOINT SCHOOL DISTRICT

HEAD START OF LANE COUNTY

HIGH DESERT EDUCATION SERVICE DISTRICT

HILLSBORO SCHOOL DISTRICT

HOOD RIVER COUNTY SCHOOL DISTRICT
JACKSON CO SCHOOL DIST NO.9
JEFFERSON COUNTY SCHOOL DISTRICT 509-J

JEFFERSON PARISH SCHOOL DISTRICT

JEFFERSON SCHOOL DISTRICT

JUNCTION CITY SCHOOLS, OR

KLAMATH COUNTY SCHOOL DISTRICT

KLAMATH FALLS CITY SCHOOLS

LAFAYETTE PARISH SCHOOL DISTRICT
LAKE OSWEGO SCHOOL DISTRICT 7J
LANE COUNTY SCHOOL DISTRICT 4J

LINCOLN COUNTY SCHOOL DISTRICT
LINN CO. SCHOOL DIST. 95C

LIVINGSTON PARISH SCHOOL DISTRICT

LOST RIVER JR/SR HIGH SCHOOL
LOWELL SCHOOL DISTRICT NO.71

MARION COUNTY SCHOOL DISTRICT
MARION COUNTY SCHOOL DISTRICT 103

MARIST HIGH SCHOOL, OR

MCMINNVILLE SCHOOL DISTRICT NOAO
MEDFORD SCHOOL DISTRICT 549C

MITCH CHARTER SCHOOL
MONROE SCHOOL DISTRICT NO.1J

MORROW COUNTY SCHOOL DIST, OR

MULTNOMAH EDUCATION SERVICE DISTRICT

MULTISENSORY LEARNING ACADEMY
MYRTLE PINT SCHOOL DISTRICT 41
NEAH-KAH-NIE DISTRICT NO.56

NEWBERG PUBLIC SCHOOLS
NESTUCCA VALLEY SCHOOL DISTRICT NO.101

NOBEL LEARNING COMMUNITIES
NORTH BEND SCHOOL DISTRICT 13

NORTH CLACKAMAS SCHOOL DISTRICT

NORTH DOUGLAS SCHOOL DISTRICT
NORTH WASCO CITY SCHOOL DISTRICT 21

NORTHWEST REGIONAL EDUCATION SERVICE

DISTRICT

ONTARIO MIDDLE SCHOOL
OREGON TRAIL SCHOOL DISTRICT NOA6

ORLEANS PARISH SCHOOL DISTRICT

PHOENIX-TALENT SCHOOL DISTRICT NOA

PLEASANT HILL SCHOOL DISTRICT

PORTLAND JEWISH ACADEMY

PORTLAND PUBLIC SCHOOLS

RAPIDES PARISH SCHOOL DISTRICT

REDMOND SCHOOL DISTRICT

REYNOLDS SCHOOL DISTRICT
247

Requirements for National Cooperative Contract

ROGUE RIVER SCHOOL DISTRICT

ROSEBURG PUBLIC SCHOOLS
SCAPPOOSE SCHOOL DISTRICT 1J

SAINT TAMMANY PARISH SCHOOL BOARD, LA
SEASIDE SCHOOL DISTRICT 10
SHERWOOD SCHOOL DISTRICT 88J
SILVER FALLS SCHOOL DISTRICT 4J
SOUTH LANE SCHOOL DISTRICT 45J3

SOUTHERN OREGON EDUCATION SERVICE

DISTRICT

SPRINGFIELD PUBLIC SCHOOLS

SUTHERLIN SCHOOL DISTRICT
SWEET HOME SCHOOL DISTRICT NO.55

TERREBONNE PARISH SCHOOL DISTRICT

THE CATLIN GABEL SCHOOL

TIGARD-TUALATIN SCHOOL DISTRICT

UMATILLA MORROW ESD

WEST LINN WILSONVILLE SCHOOL DISTRICT

WILLAMETTE EDUCATION SERVICE DISTRICT

WOODBURN SCHOOL DISTRICT

YONCALLA SCHOOL DISTRICT

ACADEMY FOR MATH ENGINEERING & SCIENCE
(AMES) , UT

ALIANZA ACADEMY , UT

ALPINE DISTRICT , UT

AMERICAN LEADERSHIP ACADEMY , UT

AMERICAN PREPARATORY ACADEMY , UT

BAER CANYON HIGH SCHOOL FOR SPORTS &

MEDICAL SCIENCES , UT

BEAR RIVER CHARTER SCHOOL , UT

BEAVER SCHOOL DISTRICT , UT

BEEHIVE SCIENCE & TECHNOLOGY ACADEMY
(BSTA) , UT

BOX ELDER SCHOOL DISTRICT , UT

CBA CENTER , UT

CACHE SCHOOL DISTRICT , UT

CANYON RIM ACADEMY , UT

CANYONS DISTRICT , UT

CARBON SCHOOL DISTRICT , UT

CHANNING HALL , UT

CHARTER SCHOOL LEWIS ACADEMY , UT

CITY ACADEMY , UT

DAGGETT SCHOOL DISTRICT , UT

DAVINCI ACADEMY , UT

DAVIS DISTRICT , UT

DUAL IMMERSION ACADEMY , UT

DUCHESNE SCHOOL DISTRICT , UT

EARLY LIGHT ACADEMY AT DAYBREAK , UT

EAST HOLLYWOOD HIGH , UT

EDITH BOWEN LABORATORY SCHOOL , UT

EMERSON ALCOTT ACADEMY , UT

EMERY SCHOOL DISTRICT , UT

ENTHEOS ACADEMY , UT

EXCELSIOR ACADEMY , UT

FAST FORWARD HIGH , UT

FREEDOM ACADEMY , UT

GARFIELD SCHOOL DISTRICT , UT

GATEWAY PREPARATORY ACADEMY , UT

GEORGE WASHINGTON ACADEMY , UT

GOOD FOUNDATION ACADEMY , UT

GRAND SCHOOL DISTRICT , UT

GRANITE DISTRICT , UT

GUADALUPE SCHOOL , UT

HAWTHORN ACADEMY , UT

INTECH COLLEGIATE HIGH SCHOOL , UT

IRON SCHOOL DISTRICT , UT

ITINERIS EARLY COLLEGE HIGH , UT

JOHN HANCOCK CHARTER SCHOOL , UT

JORDAN DISTRICT , UT

JUAB SCHOOL DISTRICT , UT

KANE SCHOOL DISTRICT , UT

KARL G MAESER PREPARATORY ACADEMY , UT

LAKEVIEW ACADEMY , UT

LEGACY PREPARATORY ACADEMY , UT

LIBERTY ACADEMY , UT

LINCOLN ACADEMY , UT

LOGAN SCHOOL DISTRICT , UT

MARIA MONTESSORI ACADEMY , UT

MERIT COLLEGE PREPARATORY ACADEMY , UT

MILLARD SCHOOL DISTRICT , UT

MOAB CHARTER SCHOOL , UT

MONTICELLO ACADEMY , UT

MORGAN SCHOOL DISTRICT , UT

MOUNTAINVILLE ACADEMY , UT

MURRAY SCHOOL DISTRICT , UT

NAVIGATOR POINTE ACADEMY , UT

NEBO SCHOOL DISTRICT , UT

NO UT ACAD FOR MATH ENGINEERING & SCIENCE
(NUAMES) , UT

NOAH WEBSTER ACADEMY , UT

NORTH DAVIS PREPARATORY ACADEMY , UT

NORTH SANPETE SCHOOL DISTRICT , UT

NORTH STAR ACADEMY , UT

NORTH SUMMIT SCHOOL DISTRICT , UT

ODYSSEY CHARTER SCHOOL , UT

OGDEN PREPARATORY ACADEMY , UT

OGDEN SCHOOL DISTRICT , UT

OPEN CLASSROOM , UT

OPEN HIGH SCHOOL OF UTAH , UT

OQUIRRH MOUNTAIN CHARTER SCHOOL , UT

PARADIGM HIGH SCHOOL , UT

PARK CITY SCHOOL DISTRICT , UT

PINNACLE CANYON ACADEMY , UT

PIUTE SCHOOL DISTRICT , UT

PROVIDENCE HALL , UT

PROVO SCHOOL DISTRICT , UT

QUAIL RUN PRIMARY SCHOOL , UT

QUEST ACADEMY , UT

RANCHES ACADEMY , UT

REAGAN ACADEMY , UT

RENAISSANCE ACADEMY , UT

RICH SCHOOL DISTRICT , UT

ROCKWELL CHARTER HIGH SCHOOL , UT

SALT LAKE ARTS ACADEMY , UT

SALT LAKE CENTER FOR SCIENCE EDUCATION, UT

SALT LAKE SCHOOL DISTRICT , UT

SALT LAKE SCHOOL FOR THE PERFORMING ARTS,
UT

SAN JUAN SCHOOL DISTRICT , UT

SEVIER SCHOOL DISTRICT , UT

SOLDIER HOLLOW CHARTER SCHOOL , UT

SOUTH SANPETE SCHOOL DISTRICT , UT

SOUTH SUMMIT SCHOOL DISTRICT , UT

SPECTRUM ACADEMY , UT

SUCCESS ACADEMY , UT

SUCCESS SCHOOL , UT

SUMMIT ACADEMY , UT

SUMMIT ACADEMY HIGH SCHOOL , UT

SYRACUSE ARTS ACADEMY , UT

THOMAS EDISON - NORTH , UT
248

Requirements for National Cooperative Contract

TIMPANOGOS ACADEMY , UT

TINTIC SCHOOL DISTRICT , UT

TOOELE SCHOOL DISTRICT , UT

TUACAHN HIGH SCHOOL FOR THE PERFORMING

ARTS , UT

UINTAH RIVER HIGH , UT

UINTAH SCHOOL DISTRICT , UT

UTAH CONNECTIONS ACADEMY , UT

UTAH COUNTY ACADEMY OF SCIENCE , UT

UTAH ELECTRONIC HIGH SCHOOL , UT

UTAH SCHOOLS FOR DEAF & BLIND , UT

UTAH STATE OFFICE OF EDUCATION , UT

UTAH VIRTUAL ACADEMY , UT

VENTURE ACADEMY , UT

VISTA AT ENTRADA SCHOOL OF PERFORMING

ARTS AND TECHNOLOGY , UT

WALDEN SCHOOL OF LIBERAL ARTS , UT

WASATCH PEAK ACADEMY , UT

WASATCH SCHOOL DISTRICT , UT

WASHINGTON SCHOOL DISTRICT , UT

WAYNE SCHOOL DISTRICT , UT

WEBER SCHOOL DISTRICT , UT

WEILENMANN SCHOOL OF DISCOVERY , UT

HIGHER EDUCATION

ARGOSY UNIVERSITY

BATON ROUGE COMMUNITY COLLEGE, LA

BIRTHINGWAY COLLEGE OF MIDWIFERY

BLUE MOUNTAIN COMMUNITY COLLEGE

BRIGHAM YOUNG UNIVERSITY - HAWAII

CENTRAL OREGON COMMUNITY COLLEGE

CENTENARY COLLEGE OF LOUISIANA

CHEMEKETA COMMUNITY COLLEGE

CLACKAMAS COMMUNITY COLLEGE

COLLEGE OF THE MARSHALL ISLANDS

COLUMBIA GORGE COMMUNITY COLLEGE

CONCORDIA UNIVERSITY

GEORGE FOX UNIVERSITY

KLAMATH COMMUNITY COLLEGE DISTRICT

LANE COMMUNITY COLLEGE

LEWIS AND CLARK COLLEGE

LINFIELD COLLEGE

LINN-BENTON COMMUNITY COLLEGE

LOUISIANA COLLEGE, LA

LOUISIANA STATE UNIVERSITY

LOUISIANA STATE UNIVERSITY HEALTH SERVICES

MARYLHURST UNIVERSITY
MT. HOOD COMMUNITY COLLEGE

MULTNOMAH BIBLE COLLEGE

NATIONAL COLLEGE OF NATURAL MEDICINE

NORTHWEST CHRISTIAN COLLEGE

OREGON HEALTH AND SCIENCE UNIVERSITY

OREGON INSTITUTE OF TECHNOLOGY

OREGON STATE UNIVERSITY

OREGON UNIVERSITY SYSTEM

PACIFIC UNIVERSITY

PIONEER PACIFIC COLLEGE

PORTLAND COMMUNITY COLLEGE

PORTLAND STATE UNIVERSITY

REED COLLEGE

RESEARCH CORPORATION OF THE UNIVERSITY OF
HAWAII

ROGUE COMMUNITY COLLEGE

SOUTHEASTERN LOUISIANA UNIVERSITY

SOUTHERN OREGON UNIVERSITY (OREGON

UNIVERSITY SYSTEM)

SOUTHWESTERN OREGON COMMUNITY COLLEGE

TULANE UNIVERSITY

TILLAMOOK BAY COMMUNITY COLLEGE

UMPQUA COMMUNITY COLLEGE

UNIVERSITY OF HAWAII BOARD OF REGENTS

UNIVERSITY OF HAWAII-HONOLULU COMMUNITY

COLLEGE

UNIVERSITY OF OREGON-GRADUATE SCHOOL

UNIVERSITY OF PORTLAND

UNIVERSITY OF NEW ORLEANS

WESTERN OREGON UNIVERSITY

WESTERN STATES CHIROPRACTIC COLLEGE

WILLAMETTE UNIVERSITY

XAVIER UNIVERSITY

UTAH SYSTEM OF HIGHER EDUCATION, UT

UNIVERSITY OF UTAH, UT

UTAH STATE UNIVERSITY, UT

WEBER STATE UNIVERSITY, UT

SOUTHERN UTAH UNIVERSITY, UT

SNOW COLLEGE, UT

DIXIE STATE COLLEGE, UT

COLLEGE OF EASTERN UTAH, UT

UTAH VALLEY UNIVERSITY, UT

SALT LAKE COMMUNITY COLLEGE, UT

UTAH COLLEGE OF APPLIED TECHNOLOGY, UT

STATE AGENCIES
ADMIN. SERVICES OFFICE

BOARD OF MEDICAL EXAMINERS

HAWAII CHILD SUPPORT ENFORCEMENT AGENCY

HAWAII DEPARTMENT OF TRANSPORTATION

HAWAII HEALTH SYSTEMS CORPORATION

OFFICE OF MEDICAL ASSISTANCE PROGRAMS

OFFICE OF THE STATE TREASURER

OREGON BOARD OF ARCHITECTS

OREGON CHILD DEVELOPMENT COALITION

OREGON DEPARTMENT OF EDUCATION

OREGON DEPARTMENT OF FORESTRY

OREGON DEPT OF TRANSPORTATION
OREGON DEPT. OF EDUCATION

OREGON LOTTERY

OREGON OFFICE OF ENERGY

OREGON STATE BOARD OF NURSING

OREGON STATE DEPT OF CORRECTIONS

OREGON STATE POLICE

OREGON TOURISM COMMISSION

OREGON TRAVEL INFORMATION COUNCIL

SANTIAM CANYON COMMUNICATION CENTER
SEIU LOCAL 503, OPEU

SOH- JUDICIARY CONTRACTS AND PURCH

STATE DEPARTMENT OF DEFENSE, STATE OF
HAWAII

STATE OF HAWAII
STATE OF HAWAII, DEPT. OF EDUCATION

STATE OF LOUISIANA
STATE OF LOUISIANA DEPT. OF EDUCATION
STATE OF LOUISIANA, 26

TH JUDICIAL DISTRICT

ATTORNEY

STATE OF UTAH
249

NOTICE OF SOLICITATION

SOLICITATION # 2018011
September 20, 2017

REQUEST FOR PROPOSAL FOR: INFORMATION TECHNOLOGY SOLUTIONS & SERVICES

PROPOSAL DUE DATE AND TIME: October 23, 2017 – 3:00 P.M. LOCAL ARIZONA TIME

Notice is hereby given sealed proposals will be received by the Purchasing Division, City of Mesa, Mesa City Plaza, 20 East Main Street, Suite #400, Mesa, Arizona 85201, until the date and time cited above. Proposals received by the correct date and time will be opened publicly and read aloud by the Purchasing Division’s Procurement Administrator (or designated representative).

Issue Request for Proposals September 20, 2017
Pre-Proposal Conference (Optional) October 3, 2017 – 10:00 am local Arizona time Questions due from Proposers October 6, 2017 – 3:00 pm local Arizona time City of Mesa response to Questions October 12, 2017
Proposal Due Date October 23, 2017 – 3:00 pm local Arizona time

VENDOR CONFERENCE / SITE VISIT:

Date and Time: October 3, 2017 – 10:00 a.m. local Arizona time Location: City of Mesa – Mesa City Plaza
20 E Main Street, Conference Room 450 South
Mesa, AZ 85201
Teleconference Number: 480-644-6120; PIN 319405

The conference provides interested parties an opportunity to discuss the City and National IPA's needs and ask questions.

Please read the entire solicitation package and submit the proposal in accordance with the instructions. This document (less this invitation and the instru ctions) and any requ ired response documents, attachments, and submissions w ill constitute the proposal. Proposal envelopes with insufficient postage will not be accepted by the City of Mesa.

Proposals must be in the actual possession of the Purchasing Division Office at the location indicated, on or prior to the exact date and time indicated above. Late submittals shall not be considered under any circumstances.

Questions concerning this solicitation should be directed, IN WRITING, to the following Purchasing contacts or their designees:

Technical Questions: General or Process Questions:

Sharon Brause, CPPO, CPPB, CPCP Cyndi Gonzales
Senior Procurement Officer Procurement Specialist
PHONE: 480-644-2815 PHONE: 480-644-2179
FAX: (480) 644-2655 FAX: (480) 644-2655
[email protected] [email protected]

NOTE: THE CITY OF MESA PUBLISHES ITS SOLICITATIONS, ATTACHMENTS, AND ADDENDA ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS:
http://www.mesaaz.gov/business/purchasing

All vendors wishing to conduct business with the City are required to register and maintain all information used for the notification of solicitation opportu nities and issuance of payment in th e Vendor Self Service (VSS) system. To register and view additional vendor information, go to http://mesaaz.gov/business/purchasing/vendor-self-service. 250

TABLE OF CONTENTS
2018011 Page 2 of 41

P A G E
NOTICE 1
TABLE OF CONTENTS 2

SECTIONS:

INSTRUCTIONS 3 - 13
SCOPE OF WORK 14 - 18

ATTACHMENTS:

ATTACHMENT A PRICING 19
ATTACHMENT B REQUIRED RESPONSE FORMS 20
(5 pages)

ATTACHMENT C RESPONDENT QUESTIONNAIRE 21

ATTACHMENT D
NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY (“PPA”) 22

EXHIBITS:

EXHIBIT 1 DRAFT AGREEMENT 23 - 39
EXHIBIT 2 MAILING LABEL 40

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INSTRUCTIONS
2018011 Page 3 of 41

1. GENERAL: Please read the entire Solicitation package and all attachments before submitting a Response. Responses must be in accordance with the provisions, specifications and instructions set forth herein and will be accepted until the date and time the Response is due.

2. VENDOR QUESTIONS: All questions regarding the contents of this Solicitation, and Solicitation process (including requests for ADA accommodations), must be directed solely to the Procurement Officer or the Purchasing Administrator. Questions should be submitted in writing via letter, fax or email. Questions received after due date and time for vendor questions (October 6 th) may be answered at the discretion of the City.

3. INSTRUCTIONS FOR PREPARING AND SUBMITTING RESPONSE: Respondents will have the option to submit their responses either electronically or physically through hard copy response.

Respondents shall provide their Responses in accordance with the following form and content requirements:

ELECTRONIC RESPONSE:

a. Responses shall be submitted through the City of Mesa’s Purchasing Website at http://www.mesaaz.gov/business/purchasing/bid-opportunities under the appropriate solicitation opportunity. Submissions submitted elsewhere or under the wrong solicitation will not be considered.
b. Responses must be signed by an authorized representative of Respondent with the authority to bind Respondent to make such commitments to the City set forth in the Response. c. Responses should be specific to the Solicitation and present details on all requested information in a concise manner.

HARD COPY RESPONSE:

a. Submit one (1) signed original hardcopy of all Response documents along with three (3) copies. D o not use spiral binding or comb binding on Responses or any Response documents. Three-ring binders are preferred for large submissions. b. Submit one (1) flash drive providing all Response documents in PDF, Word, and Excel (utilize Excel only if spreadsheets/graphs/charts are included as a part of the Response). c. All Responses must be signed, sealed and addressed to the Purchasing Division and Respondents shall address all Responses identified with a shipping address, serial number, and title in the following manner:

City of Mesa
Mesa City Plaza - Purchasing Division
20 East Main Street, Suite 400
Mesa, Arizona 85201
RFP No. 2018011 – Information Technology Solutions & Services d. Responses must be signed by an authorized representative of Respondent with the authority to bind Respondent to make such commitments to the City set forth in the Response. e. Responses should be specific to the Solicitation and present details on all requested information in a concise manner.

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INSTRUCTIONS
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4. RESPONSE FORMAT:

Table of Contents. Identify contents by tab and page number TAB 1 - Letter of Transmittal. A brief letter of transmittal should be submitted that includes the following information:

1. The Respondent’s understanding of the work to be performed.

2. A positive commitment to perform the service within the time period specified.

3. The names of key persons, representatives, project managers who will be the main contacts for the City regarding this Solicitation.

TAB 2 - Program Description AND Method of Approach. Clearly define the services/products offered and Respondent’s method of approach to including, but not limited, to the following criteria:

1. Provide a response to the national program.
a. Include a detailed response to Attachment D, Exhibit A, National IPA Response for National Cooperative contract. Responses should demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to National IPA.
b. The successful offeror will be required to sign Attachment D, Exhibit B, National IPA Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed exceptions to the National IPA Administration Agreement.

2. Provide a description of the product lines that can be provided by your firm.

3. Provide a description of the services that can be provided by your firm.

4. Provide a detailed description of any programs available for Participating Agencies seeking to set and meet goals for historically underutilized businesses (e.g. minority, woman, veteran, disabled, etc.). Discuss how transactions between offeror and tier one suppliers and Participating Agencies and tier one suppliers will be tracked and accounted for and any quality assurance measures that are in place to assure a high-performance standard for tier one suppliers.

5. Describe how your firm proposes to distribute the products/services nationwide.

6. Identify all subcontractors that will be involved in processing agency orders under this contract and describe their distribution/delivery processes.

7. Provide the number, size and location of your firm’s distribution facilities, warehouses, and retail network as applicable Provide information on the productivity of your facilities and systems as follows:
a. How many orders are processed daily on an average
b. How many devices does your facility configure daily on an average c. What is the highest number of orders processed in a single day d. What is the highest number of devices configured in a single day from the facilities described

8. State any return and restocking policy, and any fees, if applicable associated with returns.

9. Describe your invoicing process. Is electronic invoicing available? Is summary invoicing available? Are there other options on how an agency receives an invoice?

10. Describe your delivery commitment:
a. What is your fill rate guarantee?
b. What are your delivery days?
c. Do you offer next day delivery?
d. How do you facilitate emergency orders?
e. Are shipping charges exempt for ALL who use this contract? f. Describe how problems (such as a customer ordering a wrong product or a customer receiving a defective product; etc.) are resolved.

11. Describe the types of customer service available to agencies that use this contract:

Deleted: materials
253

INSTRUCTIONS
2018011 Page 5 of 41
a. Is online support available?
b. Is phone support available?
c. Can agencies request a dedicated service representative and/or a dedicated service team? If a dedicated customer service representative and/or team are assigned, what types of services does the representative/team provide? How do you help the customer manage our account?
d. How are problems resolved?
e. What are the location and hours of your call centers? f. What response time is guaranteed when a customer service request is made? g. Do you measure/track the success of your customer service program? If so, how do you do this, and what are your findings?
h. Describe in detail your company’s ability to hold/warehouse customers’ orders and if there are any cost associated.

12. Describe how your company will assist customers in navigating OEM warranty process.

13. Describe how your firm will notify customers of new products.

14. Describe how your company will assist and support customers when their standardized is reaching EOL (end of life).

15. Describe if technical support questions are handled the same way as a customer service request? If not, describe the type(s) of technical support available, the location of technical support, and the hours of technical support. Is it the intent to use employees of your company or will this be an outsourced function?

16. Describe what other services you offer that would be applicable to this contract (e.g., cloud, services, maintenance, implementation, design, analysis, training, repair, etc.)

17. Describe options for leasing and financing and the various payment methods accepted.

TAB 3 - Pricing Forms. The cost portion of the Response should include the following criteria:

1. Provide price proposal as requested on the Pricing Document (Attachment A – “National” TAB) attached herein. In addition to indicating your proposed discounts on the Price Page, you must also apply those discounts to the sample items listed in the City’s Market Basket listed in Attachment A.

2. Propose and provide details of additional discounts or rebates for volume orders, special manufacturers’ offers, free goods program, total annual spend, etc.

TAB 4 - Qualifications. (Abilities, Experience and Expertise). The following information should be included:

1. Provide a brief history and description of your firm. Discuss firm’s national presence in the IT solutions industry.

2. Provide the total number and location of sales persons employed by your firm.

3. Provide the number and location of support centers (if applicable).

5. Provide Public sector sales figures for 2014, 2015 and 2016 and the percentage mix of hardware, software, and services

6. Please submit your FEIN and Dunn & Bradstreet report.

7. Provide a summarization of your experience in performing work similar to that outlined in this solicitation.

8. Provide a minimum of three references for which your firm has provided the same solution (please include company name, address, contact person, phone number, email address and dates of service). References from other public agencies, particularly municipal governments, are preferred.

9. Provide resumes and three references (preferably from the public sector) for the primary customer service representative(s). Resume(s) shall include their title within the organization, a description of the type of work they would perform, the individuals' credentials, background, years of experience and relevant experience, etc. References should include the contact’s name, phone number, email, position, organization, and the work which the Offeror performed for the reference.

10. Provide information regarding if your organization ever failed to complete any work awarded.
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INSTRUCTIONS
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11. Provide information regarding if your firm, either presently or in the past, has been involved in any litigation, bankruptcy, or reorganization.

TAB 5 – Technology.

1. Describe your website and the ease-of-use for customers to perform the following types of tasks:
a. to search for products
b. to find alternate products (if a certain product is not available) c. to perform side-by-side price comparison of products d. to order products
f. to track order status, to include backordered items
g. to determine when an item was received and who received it h. to restrict/block the ordering of certain line items and to restrict/block the ordering of groups
i. to create approval paths/levels for orders, to include creating an approval path for restricted items
j. to create a “favorites” list or subscribed purchases other personalized list of frequently ordered items
k. to create a “shared” list for an agency to use
l. to obtain online customer service
m. to receive online training
n. to accept credit card payment (and describe the level of data offered; also describe your security measures for credit card orders)
o. to track their budget for purchases
p. to generate reports

2. Describe additional functionality offered by your website. Provide screen shots, a demo “CD/jump drive,” a demo URL, a manual, etc., or any other format that will aid the City in our evaluation of your website.

3. Describe any national awards and/or other recognition that your website has received.

4. Describe the hours your website is available? What are your hours of downtime, such as for system maintenance?

5. Does your website offer real time product availability?

6. How does your company leverage your website to inform customers of the additional savings that may be available.

7. Describe the types of email confirmations that your website generates. What events trigger an email going to the customer?

8. Describe the registration process to set up new customers for your online ordering process.

Is self-registration available? If an agency does not want self-registration, are you available to assist in the registration process?

9. Describe if your website can be customized for an agency’s specific needs, such as placing our logo on your website, associating an agency blanket purchase order number on all orders, creating a bulletin board or other place to display customized messages, displaying approved configurations, naming certain fields (i.e., user defined fields, ability to include budget information), etc.

10. Describe the types of online reporting that are available. Is customized reporting available?

11. Describe your online return process (if available).

12. Describe any third-party integration that you have successfully implemented. For example, is your website integrated with any third-party procurement, financial, or purchasing/credit card systems? Is there a cost for these services?

13. Describe your strategic vision for your website – i.e., Is new functionality expected to be added? If so, describe the functionality and the timeline for implementation. How often is the web redesigned? As technology evolves (for example, new search engines are more robust), does your website evolve, too? Etc.

TAB 6 - Other Forms. The following forms should be completed and signed:
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INSTRUCTIONS
2018011 Page 7 of 41

1. Vendor Information form

2. Exceptions & Confidential Information form

3. General Questionnaire form

4. Lawful Presence Affidavit

5. Respondent Certification form (Offer and Acceptance)

6. Respondent Questionnaire

7. W-9 Form. All responses should include a fully completed, current W-9 form. Failure to include the W-9 will not disqualify your response, however the W-9 must be submitted to the City prior to the execution of any contract pursuant to this Solicitation. (http://www.irs.gov/pub/irs-pdf/fw9.pdf)

5. RESPONSE CHECKLIST: This checklist is provided for your convenience. It is not necessary to return a copy with your Response. Only submit the requested forms and any other requested or descriptive literature.

Response will be sent in time to be received by City before Response due date and time.

Original and proper number of copies submitted
Response container properly labeled
Pricing, math double-checked, form completed and included (Attachment A) Required Response Forms completed and included (Attachment B) Respondent Questionnaire form completed and included (Attachment C) Response to a National Program (Attachment D)
W-9 Request for Taxpayer Identification Number and Certification form completed and included (http://www.irs.gov/pub/irs-pdf/fw9.pdf)
Warranty information, as applicable

6. ADDENDA: Any changes to the solicitation document will be in the form of an addendum.

Addenda are posted on the City website. Contractors are cautioned to check the Purchasing Website or the Self-Service portal for addenda prior to submitting their Response. The City will not be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City and Contractors are cautioned not to rely on any such changes. Failure to acknowledge receipt of an addendum may result in disqualification of a Response.

7. RESPONSE OPENING: The City will open all Responses properly and timely submitted, and will record the names and other information specified by law and rule. No responsibility will attach to the City of Mesa, its employees or agents for premature opening of a Response that is not properly addressed and identified. All Responses become the property of the City and will not be returned except in the case of a late submission. Results, as read at the public opening, will be posted on the City website. Responses will be available to the public in accordance with the City Procurement Rules.

8. LATE RESPONSES: The Respondent assumes responsibility for having the Response delivered on time at the place specified. All Responses received after the Response Due date and time shall not be considered and will be returned unopened to the Respondent. The Respondent assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Mesa, or any private courier, regardless whether sent by mail or by means of personal delivery. Respondents must allow adequate time to accommodate all registration and security screenings at the delivery site; a valid photo I.D. may be required. It shall not be sufficient to show that Respondent mailed or commenced delivery before the due date and time as the Response must be received by the City prior to the specified date/time. All times are Mesa, Arizona local times. Respondents agree to accept the time stamp in the City Purchasing Office as the official time.

9. RESPONSE FIRM TIME: Responses shall remain firm and unaltered after opening for 180 Days unless the time is extended or amended as agreed upon Respondent and the City. Examples of where an extension or amendment may be necessary include, but are not limited to: (i) contract negotiations with selected Respondent; (ii) submission of a Best and Final Offer by Respondent; 256

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(iii) City needing additional time to review responses. The City may accept the Response, subject to successful contract negotiations, at any time during this period.

10. LOBBYING PROHIBITION: Any communication regarding this Solicitation for the purpose of influencing the process or the award, between any person or affiliates seeking an award from this Solicitation and the City including, but not limited to, City Council, City employees, and consultants hired to assist the City in the Solicitation, is prohibited.

This prohibition is imposed from the time of the first public notice of the Solicitation until the City cancels the Solicitation, rejects all Responses, awards a contract, or otherwise takes action which ends the Solicitation process. This section shall not prohibit public comment at any City Council meeting, study session, or City Council committee meeting.

This prohibition shall not apply to Respondent-initiated communication with the contact(s) identified in the Solicitation or City-initiated communications for the purposes of conducting the procurement including, but not limited to, vendor conferences, clarification of Responses, presentations if provided pursuant to the Solicitation, requests for Best and Final Responses (as set forth in the City Procurement Rules), contract negotiations, protest/appeal resolution, or surveying non- responsive vendors.

Violations of this provision shall be reported to the Purchasing Administrator. Persons violating this prohibition may be subject to a warning letter or rejection of their Response depending on the nature of the violation.

11. LAWFUL PRESENCE IN THE UNITED STATES: Arizona Revised Statutes § 1-501 and § 1-502 require all persons who will be awarded a contract (a Public Benefit as defined in 8 USC Section 1621) must demonstrate they are lawfully present in the United States. Person under the statute is defined as a natural person and therefore excludes Limited Liability Companies, Corporations, Partnerships, or other similar types of business entities as indicated on a W-9 form.

Individuals (natural persons) or Sole Proprietorships must complete the affidavit in the “Required Response Forms” section of this Solicitation. Respondents that fail to provide a completed affidavit and provided the necessary documentation may be deemed non-responsive.

12. COMMENCEMENT OF WORK: If a Respondent begins any billable work prior to the City’s final approval and execution of the contract, Respondent does so at its own risk.

13. RESPONSIBILITY TO READ AND UNDERSTAND: Failure to read, examine and understand the Solicitation and any of its addenda will not excuse any failure to comply with the requirements of the Solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. The City is not responsible for and will not pay any costs associated with the preparation and submission of a Response. Respondents are cautioned to verify their Responses before submission, as amendments to or withdrawal of Responses submitted after time specified for opening of Responses may not be considered. The City will not be responsible for any Respondent errors or omissions.

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14. FORM AND CONTENT OF RESPONSES: Responses may be submitted on-line (if the option is indicated), mailed or hand-delivered. E-mail or fax submissions will not be accepted. Unless otherwise instructed or allowed, Responses shall be submitted on the forms provided. An original and the designated number of copies of each Response are required. Responses, including modifications, must be submitted in ink, typed, electronically, or printed form and signed by an authorized representative of the Respondent. Please line through and initial rather than erase changes. Any modifications to the Solicitation must be identified in the “Exceptions” section of the required response forms. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the Response as non- responsive. The City reserves the right at its sole discretion to negotiate exceptions with a Respondent. If the Response is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price, the unit price shall prevail unless obviously in error, as determined by the City. The City may require that Responses be submitted on disk, flash drive, or through electronic means. The Response must provide all information requested and must address all points set forth in the Solicitation.

15. SPECIFICATIONS: Technical specifications define the minimum acceptable standard. When the specification calls for “Brand Name or Equal,” the brand name product is acceptable. The use of a brand name is for the purpose of describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. If a Respondent wishes to provide a material or service that is not the brand name, the equivalent material or service must meet the standard of quality of the brand name product, which is determined at the City’s sole discretion. Equivalent products will be considered upon showing the other product meets stated specifications and is equivalent to the brand name product in terms of quality, performance and desired characteristics. Products that are substantially equivalent to those brands designated will qualify for consideration.

Minor differences that do not affect the suitability of the supply or service for the City’s needs may be accepted. Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the Respondent. The City reserves the right to reject Responses that the City deems unacceptable for any reason.

16. MODIFICATION/WITHDRAWAL OF RESPONSE: Written requests to modify or withdraw a Response received by the City prior to the scheduled opening time for Responses will be accepted and will be corrected after the Response due date and time. No oral requests will be allowed.

Requests must be addressed and labeled in the same manner as the Response and marked as a MODIFICATION or WITHDRAWAL of the Response. Requests for withdrawal after the Response Due date and time will only be granted upon proof of undue hardship and may result in the forfeiture of any Response security. Any withdrawal after the Response due date and time shall be allowed solely at the City’s discretion.

17. DEBARMENT DISCLOSURE: If the Respondent has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government or agency, or if any such preclusion from participation from any public procurement activity is currently pending, the Respondent shall include a letter with its Response identifying the name and address of the governmental unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances must be provided by the Respondent, including the details enumerated above. A Response from a Respondent who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. Failure of a Respondent to disclose a debarment or suspension in accordance with this Section may result in the Response being disqualified for award of the Solicitation.

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18. RESERVATIONS: The City reserves the right to reject any or all Responses or any part thereof; to re-issue the Solicitation; to reject non-responsive or non-responsible Responses; to reject unbalanced Responses; to reject Responses where the terms, prices, or awards are conditioned upon another event; to reject individual Responses for failure to meet any requirement; to award by item, part or portion of an item, group of items, geographical region or total; to make multiple awards; to waive minor irregularities, defects, omissions, informalities, technicalities or form errors in any Response; to conduct exclusive or concurrent negotiations of any terms, conditions, or exceptions taken by a Respondent or the terms of any agreement/document a Respondent would require the City to sign should Respondent be awarded a contract; and to reject Responses that are outside the City’s budgeted amount for the products or services that are the subject of the Solicitation. The City may seek clarification of the Response from Respondent at any time, and failure to respond is cause for rejection. Submission of a Response confers no right to an award or to a subsequent contract. The City is charged by its Charter to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City’s discretion and made to favor the City. No binding contract will exist between the Respondent and the City until the City executes a written contract or purchase order.

19. EXCEPTIONS TO A SOLICITATION: Changes to the Solicitation document requested by a Respondent may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification in the Solicitation unless specifically acknowledged and agreed to by the City. The copy of the Solicitation, including all addenda, maintained and published by the City shall be the official Solicitation document. Any exception to the Solicitation must be set forth in the “Exceptions” portion of the Response; any exceptions not indicated in the “Exceptions” portion of the Response will be deemed rejected by the City, void and of no contractual significance. The City reserves the right to: (i) reject any or all exceptions requested by a Respondent; (ii), determine a proposal non-responsive due to the exception(s) made by Respondent; (iii) enter into negotiations with a Respondent regarding any of the Respondent’s exceptions; (iv) adjust points from the Respondent’s score in the applicable evaluation criteria category or categories; or (v) accept any or all of a Respondent’s exceptions.

20. COPYING OF RESPONSES: The Respondent hereby grants the City permission to copy all parts of its Response including, without limitation, any documents and/or materials copyrighted by the Respondent. The City’s right to copy shall be for internal use in evaluating the Response.

21. CONTRACTOR ETHICS: Contractors doing business with the City shall adhere to the Procurement Ethics Standards, Article 7 of the Procurement Rules. It is the policy of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors. The failure of a Respondent or Contractor to meet the ethical standards may result in the disqualification of award under the Solicitation or the termination of a contract with the City.

To achieve the purpose of this Section, it is essential Respondents and Contractors doing business with the City observe the ethical standards prescribed herein and in the City Charter, Code Procurement Rules and Management Policy 200. It shall be a breach of ethical standards to:
a. Exert any effort to influence any City official, employee or agent to breach the standards of ethical conduct.
b. Intentionally invoice any amount greater than provided in a contract or to invoice for products or services not provided.
c. Intentionally offer or provide sub-standard products or services or to intentionally not comply with any term, condition, specification or other requirement of a City contract.

22. GIFTS: The City will accept no gifts, gratuities or advertising products from Respondents or prospective Respondents and affiliates. The City may request product samples from Respondents solely for the purpose of product evaluation.

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23. EVALUATION PROCESS: Responses will be reviewed by a screening committee comprised of City employees and/or any agents authorized by the City to participate in the evaluation. City staff may initiate discussions with Respondents for clarification purposes; however, a request for clarification is not an opportunity for a Respondent to change the Response. A request for clarification from a Respondent does not guarantee clarification will be requested from any other Respondents. Respondents shall not initiate discussions with any City employee, agent or official as set forth in the Lobbying section of these instructions including, but not limited to, members of the evaluation committee.

24. PRESENTATIONS/INTERVIEWS: The City reserves the right to conduct interviews which may include a demonstration of the supplier’s website with some or all of the offerors at any point during the evaluation process. However, the City may determine that interviews are not necessary. In the event interviews are conducted, information provided during the interview process shall be taken into consideration when evaluating the stated criteria. The City shall not reimburse the offeror for the costs associated with the interview process.

25. SHORT-LISTING: The City, at its sole discretion, may create a short-list of the highest scored Responses based on a preliminary evaluation of the Responses against the evaluation criteria.

Only those short-listed Respondents will be invited to give presentations/interviews. Upon conclusion of any presentations/interviews, the City will finalize the scoring against the evaluation criteria.

26. ADDITIONAL INVESTIGATIONS. The City reserves the right to make such additional investigations as it deems necessary to establish the competence and financial stability of any offeror submitting a proposal.

27. PRIOR EXPERIENCE. Experiences with the City and entities that evaluation committee members represent and that are not specifically mentioned in the solicitation response may be taken into consideration when evaluating offers.

28. BEST AND FINAL OFFERS: The City may request Best and Final Offers if the City deems necessary and the City will determine the scope and subject of any Best and Final request.

Respondents should not expect the City will always ask for Best and Final Offers. Therefore, all Respondents must submit their best offer based on the specifications, terms and conditions in the Solicitation.

29. CRITERIA FOR EVALUATION AND AWARD:

a. The criteria that will be evaluated and their relative weights are:

Evaluation Criteria Points
Firm’s Proposed Solution
Information provided or referenced by Respondents in response to the Solicitation. Sources of information to be evaluated include, but are not limited to, as applicable, Responses, presentations, interviews, and Best and Final Offers.
500
Firm’s Qualifications & Experience
Information pertaining to the quality of work, accomplishments, skill, and knowledge regarding a Respondent’s suitability for award. Information can come from any source including, but not limited to, Responses, Best and Final Offers, references, publicly or privately available information, and the City’s experience with a Respondent.
300
Firm’s Proposed Pricing
Pricing will be evaluated based on the below criteria. 200

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The City has provided various sample items on the City of Mesa Market Basket Pricing (See Attachment A – “Pricing”) for pricing evaluation purposes. Suppliers are encouraged to provide pricing on as many items as possible.

Full Market Basket pricing will be evaluated based on the below equation:

Lowest Proposal Cost
X Price Points Possible = Pricing ScoreProposal Cost being evaluated b. If less than three (3) Responses to a Solicitation are deemed responsive by the City, at the City’s sole discretion, the Responses may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements.
c. Each Response will be evaluated based upon responsiveness and responsibility criteria. A failure to meet responsiveness or responsibility criteria will render a Respondent ineligible for award of a contract under the Solicitation.

1. Responsiveness. The City will determine whether the Response complies with the instructions for submitting a Response set forth in the Solicitation (i.e. the completeness of the Response which encompasses the inclusion of all required attachments and submissions). Responsiveness will also be examined as it pertains to items set forth in this Solicitation that state a Respondent may be deemed non-responsive based upon the content of their Response. The City will reject any Responses that are submitted late.

Failure to meet any requirements in the Solicitation may result in rejection of a Response as non-responsive.

2. Responsibility. The City will determine whether a Respondent is one with whom the City should do business. Factors the City may evaluate to determine responsibility include, but are not limited to: an excessively high or low priced Response; past performance under any agreement with the City; references from any source including, but not limited to, those found outside the references listed in the Response and City employees, agents or officials who have experience with the Respondent; compliance with applicable laws; Respondent’s record of performance and integrity (e.g. has the Respondent been delinquent or unfaithful to any contract with the City, whether the Respondent is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified). A Respondent must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet or any generally available industry information to evaluate the Respondent. The City reserves the right to inspect and review Respondent’s facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in Respondent being deemed non-responsible.
d. As a part of the Response, Respondents are requested to provide references. The City reserves the right to: (1) Not contact any or all of a Respondent’s references as the City may evaluate reference information provided in a Response; (2) Contact references not included in a Respondent’s Response; and (3) Utilize as a reference City staff members who have experience with a Respondent. As references may not be contacted, Respondents are encouraged to provide as much detail as possible in Attachment C (Respondent Questionnaire).

30. COST JUSTIFICATION: In the event only one Response to the Solicitation is received, the City may require the Respondent submit a cost offer in sufficient detail for the City to perform a cost/price analysis to determine if the Response price is fair and reasonable.

31. CONTRACT NEGOTIATIONS AND ACCEPTANCE: Respondent must be prepared for the City to accept the Response as submitted. If Respondent fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not 261

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result in an acceptable agreement, the City may reject the Response or revoke the award, and may begin negotiations with another Respondent. Final contract terms must be approved or signed by the appropriately authorized City official(s). No binding contract will exist between the Respondent and the City until the City executes a written contract or purchase order.

32. NOTICE OF INTENT TO AWARD: Notices of the City’s intent to award a contract are posted to the Purchasing Division’s website before 6:00 PM local time on Wednesdays. If Wednesday is a holiday observed by the City, notice will be posted on Tuesday.

It is the Respondent’s responsibility to check the City of Mesa Purchasing website at http://mesaaz.gov/business/purchasing to view Purchasing’s Intent to Award notices. This is the only notification you will receive regarding the City’s Intent to Award a contract related to this Solicitation.

33. PROTESTS AND APPEALS: If a Respondent or any person believes there is a mistake, impropriety, or defect in the Solicitation, believes the City improperly rejected its Response, or believes the selected Response should not receive the City contract based upon a fact supported issue with the Solicitation or selected Respondent or otherwise protests the award to the Respondent, the Respondent may submit a written protest. All protests and appeals are governed by the City Procurement Rules (“Procurement Rules”). The rules surrounding protests and appeals may be found in Section 6 of the Procurement Rules which are located on the Purchasing Division website at http://mesaaz.gov/business/purchasing. Please see the Procurement Rules for more information on the submission of a protest and corresponding appeal rights; if there exist any discrepancy in this Section and the Procurement Rules, the language of the Procurement Rules will control.

ADDRESS PROTESTS TO: ADDRESS APPEALS TO:

Matt Bauer Edward Quedens
Procurement Administrator Chief Procurement Officer
20 East Main Street, Suite 400 20 East Main Street, Suite 450 PO Box 1466 PO Box 1466
Mesa, Arizona 85211-1466 Mesa, Arizona 85211-1466
Fax: (480) 644-2655 Fax: (480) 644-2687
Email: [email protected] Email: [email protected]

34. POLICY DOCUMENTS: The City of Mesa Charter, Code, Procurement Rules and Management Policy 200 govern this procurement and are incorporated as a part of this Solicitation by this reference. A copy of these documents may be found on Mesa Purchasing Division’s website at www.mesaaz.gov/business/purchasing.
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This Scope of Work and the Technical Requirements will be compiled into any resulting contract as Exhibit A.

1. INTENT. The City of Mesa (the “City”) is requesting proposals from firms qualified to provide Information Technology Solutions and Services to be delivered to various locations throughout the City. Requirements and qualifications are defined in detail in the following Scope of Work and Technical Requirements Sections of this Request for Proposal (RFP).

2. NATIONAL CONTRACT REQUIREMENTS. The City, as the Principal Procurement Agency, as defined in Attachment D, has partnered with the National Intergovernmental Purchasing Alliance Company (“National IPA”) to make the resultant contract (also known as the “Master Agreement” in products distributed by National IPA) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program. The City of Mesa is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with National IPA as a Participating Public Agency in National IPA’s cooperative purchasing program. Attachment D contains additional information on National IPA and the cooperative purchasing agreement.

National IPA is a channel partner with, Vizient (formally, Novation). Together we leverage over $100 billion in annual supply spend to command the best prices on products and services. With corporate, pricing and sales commitments from the Supplier, National IPA provides marketing and administrative support for the Supplier that directly promotes the Supplier’s products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and competed. The Supplier benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Supplier’s need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the National IPA documents Attachment D.

The City anticipates spending approximately $10 million over the full potential Master Agreement term for IT Solutions. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of IT Solutions purchased under the Master Agreement through National IPA is approximately $500 million. This projection is based on the current annual volumes among the City, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and National IPA.

3. MINIMUM REQUIREMENTS. Offerors should be able to 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.

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4. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Supplier is through the following:

a) Online
b) Telephone
b) Fax
c) Email

5. DELIVERY REQUIREMENT. Supplier agrees to deliver all products to the desktop of the ordering customer be delivered F.O.B. destination, freight pre-paid and added, 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 many cases within the City, the Supplier may be asked to deliver all goods to the front counter within a given department. This is the City of Mesa requirement and other participating agencies may have other delivery requirements.

6. SCOPE OF PRODUCTS. The intent of this solicitation is to establish a contract with 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 Suppliers 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 user 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. Suppliers may include, but not limited to, Cisco Systems, Dell, 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.

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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.

Note: All hardware should come assembled. For example, if extra memory, additional drives or peripherals are ordered, the Supplier must install them unless the Participating Agency request they not be installed. Supplier shall provide these assembly and installation services as stated in applicable order and additional terms and fees may apply.

i) Comprehensive Product Offering: Offeror’s complete catalog and services offered shall be available. Each offeror awarded a contract under this solicitation may offer their complete product and service offering. Pricing for products and services must be entered on the appropriate section of the Price Page. The City reserves the right to accept or reject any or all items offered.

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

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

8. AWARD. It is the City’s intention that a single or limited number of awards will be made under this solicitation however at the City’s sole discretion, the City may consider multiple awards (See “Reservations”).

9. DEFECTIVE PRODUCT. All defective products shall be replaced and exchanged by the Supplier as permitted under the manufacturers return policy and Supplier’s Return Policy found at www.shi.com/returnpolicy. In any event, the OEM's policies (which may include processing as a warranty claim) will apply. Supplier will order a replacement unit within one (1) business day of notice of damage, defect or DOA from the City.

10. TERM. This solicitation is for awarding a purchasing contract to cover an initial five (5) year term . An estimated initial term of January 1st, 2018 through December 31st, 2022, not including any extensions or renewals subject to the terms of the Agreement. If the commencement of performance is delayed because the City does not execute the Agreement at this start date, the City may adjust the start date, end date and any milestones to reflect the delayed execution.

The parties agree any job orders, project agreements or maintenance agreements executed against Contract during the effective term may survive beyond the expiration of said Contract as established and agreed to in writing, by both parties.

11. 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 then-current term.

12. EXTENSIONS. Upon the expiration of the Term of the Agreement, including any renewals permitted herein, at the City’s sole discretion the Agreement may be extended for a maximum of six (6) months to allow for the City’s procurement processes in the selection of a Supplier to provide the services/products under this Agreement. The City intends to notify the Supplier in writing of its desire to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term.

13. PRICING. Suppliers shall provide a price in the format of a minimum percentage discount off a verifiable price index. Suppliers may submit discounts for various manufacturers. At the time of purchase, suppliers may offer deeper discounts beyond the discounted price list, based on volume or other factors, as Deleted: The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Supplier. All replacement products must be received by the City within seven (7) days of initial notification.

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applicable. Minimum discounts will remain firm during the entirety of the initial term of the Contract, unless the Supplier requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(s). Also, the “technology marketplace” is one of rapid change, with new products and revisions coming into the marketplace on a regular basis, it is required that a verifiable pricing formula or guaranteed discount matrix be included with response. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Supplier may conduct sales promotions involving price reductions for a specified lesser period. In the event a product is discontinued, Supplier will provide a product of the same or greater functionality, utilizing the proposed discount structure.

Price discounts will be evaluated by applying the Supplier’s discount to the prices listed on the verifiable price index.

It is the Supplier’s responsibility to provide the City with an up-to-date price list for the duration of the contract.

a) 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 include all costs of the Supplier providing the products/service including transportation and delivery insurance. 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.

The Supplier further agrees that any reductions in the price of the products or services covered by this Agreement will apply to the undelivered balance. The Supplier shall promptly notify the City of such price reductions.

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

b) 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 services must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Supplier 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 Supplier’s actual expenses or other reasonable adjustment in providing the services/materials 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 Contract term expiration date of the Agreement, the Supplier may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve 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.

c) 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 13, pricing may be adjusted for amounts other than inflation that represent actual costs to the Supplier based on the mutual agreement of the parties. The Supplier may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Supplier. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in the previous section. There is no guarantee the City will accept a price adjustment.

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14. TYPES AND AMOUNTS OF INSURANCE. Insurance requirements are detailed in the Agreement document. Supplier must obtain and retain throughout the term of the Agreement, at a minimum, the following:

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

b. The Supplier 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 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.

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

Prior to the execution of the Contract, the Supplier shall provide the City with a Certificate of Insurance (using appropriate ACORD certificate) SIGNED by the Issuer, applicable endorsements, and the City reserves the right to request additional copies of any or all of the above policies, endorsements, or notices relating thereto.

When the City requires a Certificate of Insurance to be furnished, the Supplier's insurance shall be primary of all other sources available. When the City is a certificate holder, the Supplier agrees that no policy shall expire, be canceled or materially changed to affect the coverage available without advance written notice to the City.
“Waiver of Subrogation". The policies required by this agreement (or contract) shall contain a waiver of transfer rights of recovery (subrogation) against City, its agents, representatives, directors, elected officials, officers, employees, and volunteers for any claims arising out of the work of Supplier where permitted by law.”
All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Manager.

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ATTACHMENT A

PRICING

2018011 Page 19 of 41
Offerors must utilize the below document when responding to this solicitation and return the document in an Excel format with their proposal.

2018011 Pricing.xlsx
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ATTACHMENT B

REQUIRED RESPONSE FORMS

2018011 Page 20 of 41
Solicitation Required
Response Forms.doc x

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ATTACHMENT C

RESPONDENT QUESTIONNAIRE

2018011 Page 21 of 41
Respondent Company Name/ DBA:

Years in business providing similar services:

Contractor’s License No(s): Type:
(Submit a copy with the Response)

Number of employees at location that would serve under a contract from the Solicitation:

Provide names, contact and telephone numbers of three (3) organizations that have received similar services from your company. At least one reference should be comparable in size to the City’s proposed contract.

Firm/Government Agency Name:

Contact Person: Phone:

Address: Fax:

E-Mail Address:
$ Value of Work, Supplies/Services and Dates Provided:

Firm/Government Agency Name:

Contact Person: Phone:

Address: Fax:

E-Mail Address:
$ Value of Work, Supplies/Services and Dates Provided:

Firm/Government Agency Name:

Contact Person: Phone:

Address: Fax:

E-Mail Address:
$ Value of Work, Supplies/Services and Dates Provided:

List any other information which may be helpful in determining your qualifications for a potential contract:

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ATTACHMENT D
NATIONAL IPA PRICIPAL PROCUREMENT AGENCY (“PPA”)

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Attachment D
PPA.docx

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AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT NUMBER 2018011

INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
CITY OF MESA, Arizona (“City”)
Department Name City of Mesa – Purchasing Division
Mailing Address P.O. Box 1466
Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 400
Mesa, AZ 85201
Attention Sharon Brause, CPPO, CPPB, CPCP
Senior Procurement Officer
E-Mail [email protected]
Phone (480) 644-2815
Fax (480) 644-2655

AND

COMPANY NAME, (“Contractor”)
Mailing Address

Delivery Address

Attention NameAndTitle
E-Mail
Phone
Fax

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CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This Agreement pursuant to solicitation (“Agreement”) is entered into this ___ day of ______________, 2017, by and between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and SHI International Corp, a(n) 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 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 January 1, 2018 and ending on December 31, 2022.

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 then-current 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 then-current 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.

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2. Scope of Work. The Contractor will provide the necessary staff, services and associated resources to provide the City with the ServicesProducts, 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. Orders. Orders be placed with the Contractor by either a: (i) Purchase Order when for a one-time purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement 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

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

a. Amendments to the Agreement or any mutually agreed upon written agreements made between Contractor and Participating Agencies with conflicting terms to this Agreement where such conflicting terms shall supersede the terms stated herein. b. Agreement
c. Exhibits

1. Mesa Standard Terms & Conditions

2. National IPA Agreement

3. Scope of Work

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

5. Payment.

5.1 General. 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. Contractors shall provide a price 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 initial term of the Contract, unless the Contractor requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(s). Also, the “technology marketplace” is one of rapid change, with new products and revisions coming into the marketplace on a regular basis, it is required that a verifiable pricing formula or guaranteed discount matrix be included with response. In addition to decreasing prices for the balance of the Contract 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 proposed discount structure.

Price discounts will be evaluated by applying the Contractor’s discount to the list prices on the verifiable price index.

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

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Commented [PB2]: Please provide SHI with definition
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Commented [PB3]: “Contractor” is the defined term for SHI in this Agreement.

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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 include all costs of the Contractor providing the Products/service including transportation, insurance and warranty 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.

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.

6.2 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 Supplier’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 Contract term expiration date 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 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.

6.3 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. The 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 the previous section. There is no guarantee the City will accept a price adjustment.

6.4 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 Department/Division requesting the service or material 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;
g. Description of Products or services provided;
h. If Products provided, the quantity delivered and pricing of each unit; i. Applicable Taxes
j. Total amount due.

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6.5 Payment of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Card/e-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 Contractor’s agreement, at a minimum, the types and amounts of insurance set forth in this Section 6 from insurance companies authorized to do business in the State of Arizona; the insurance must cover the 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.

7.2 Nothing in this Section 6 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.

7.3 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.

7.4 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.

7.5 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.

7.6 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.

7.7 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.

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

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

7.9.1 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.

7.9.2 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 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.

7.9.3 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 prior to shipment of the products or provide 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 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 as listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C.

10. WARRANTY. Contractor warrants that the services 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 service provided by Contractor will not relieve Contractor from its obligations under this warranty. If any services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide such services until in accordance with this Agreement and to the City’s reasonable satisfaction.

11. PRODUCT WARRANTY.

Contractor is a value added reseller (“VAR”) of products, not the OEM or licensor, and therefore disclaims any warranty responsibility regarding product provided under this Agreement. Contractor shall forward the 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 warranties with respect to the Product. Contractor is not a party to any such terms between the City and OEM and the City agrees to look solely to the OEM for satisfaction of any and all warranty claims related to that OEM’s Product.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED

HEREUNDER, CONTRACTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER 277
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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 WARRANTY PROVIDED BY AN OEM.

12. 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
 (D) National IPA Agreement

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. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL

OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE

TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR 278
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IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT IN THE CASE OF BREACH OF EACH PARTY’S LIABILITY FOR PERSONAL INJURY/PROPERTY DAMAGE UNDER ARTICLE ENTITLED, “INDEMNIFICATION”, EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS

AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER THEORY, WILL NOT EXCEED

THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CITY TO

CONTRACTOR UNDER THIS AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH LIABILITY. CUSTOMER ACKNOWLEDGES THAT SUCH

AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND

THAT CONTRACTOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

18. 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

19. Title, Risk of Loss, Returns
A. 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 notice of rejection is provided to Contractor’s authorized representative within 24 hours after such delivery.

B. All returns of Product shall be made in accordance to Contractor’s Return Policy found at www.shi.com/returnpolicy

20. 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.

21. 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.

CITY OF MESA, ARIZONA

By:

Printed Name
Moved (insertion) [1]
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Title

Date

REVIEWED BY:

By:

CONTRACTOR NAME

By:

Printed Name

Title

Date
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EXHIBIT A

SCOPE OF WORK
The Scope of Work / Technical Specifications, National IPA Agreement and Contractor Response will be added here when Agreement is finalized.

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EXHIBIT B

PRICING
Attachment A Pricing will be added here when Agreement is finalized.

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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.

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 material 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.
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 Deleted: City’s
Deleted: City
Deleted: Contractor
Deleted: materials
Deleted: s
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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.R.S. § 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.R.S. § 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.
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 274B of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. § 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.R.S. § 35-392, Contractor must not be in violation of section 6(j) 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, 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.

Deleted: 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.
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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 financial records related to the performance of work specified herein once per calendar year. . Contractor will permit such inspections and audits during normal business hours and upon 30 days’ 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. DEFAULT.
a. A party will be in default if that party:
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 Deleted: In addition, the City may inspect any and all
payroll, billing or other relevant records kept by Contractor in relation to the Agreement
Deleted: reasonable
Deleted: <#>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.

Deleted: <#>¶

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.

Deleted: <#>¶
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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.

15. 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. 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, special, or consequential damages.

16. 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.

17. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days’ written notice.

18. 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.

19. 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.

20. 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 received Contractor’s properly prepared final invoice.

21. 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 had not been terminated, and was still in effect with respect to such Order

22. 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.

23. 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) willful misconduct by Contractor personnel under this Deleted: 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.

Deleted: both completed its appraisal of the materials and services provided and
Deleted: the services provided
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Agreement; (ii) any grossly negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with the law in fulfillment of the services under 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.
f. 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 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. g. 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. h. 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.

i. 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. j. PROHIBITED ACTS. Pursuant to A.R.S. § 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.
k. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed.
l. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of Products or equipment incidental to providing these services and such loss, injury, or destruction of the Products prior to delivery of the Products to the City. Risk of loss shall vest fully in the City after such delivery.
m. 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.

Deleted:

Deleted: or fulfill the obligations established by this Agreement
Deleted: <#>WARRANTY. Contractor warrants that the
services and materials 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 service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City’s
reasonable satisfaction.¶
Unless otherwise agreed, Contractor warrants that
materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with
manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications
Deleted: <#>.¶
Deleted: materials
Deleted: materials
Deleted: materials
Deleted: materials
Deleted: goods
Deleted: will not release Contractor from any obligation hereunder.
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n. 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 manufactured 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 calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services.
o. 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).
p. .
q. 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.

.

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. r. 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.
s. 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.

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. t. 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.
u. INTEGRATION CLAUSE. This Exhibit C , along with the Master Agreement and 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.

Deleted: <#>WARRANTY OF RIGHTS. Contractor
warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from
Contractor or third parties.

Deleted: <#>¶
Deleted: <#>provided
Moved up [1]: 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
Deleted: 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
Commented [PB11]: We aren’t doing professional services.

Deleted: Agreement
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v. 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.
w. 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.
x. 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. y. 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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CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR PROPOSAL CONTAINER --------------------------------------------------------------------------------------------------------------------------------------------

SEALED PROPOSAL

Submitted by:

Company Name:

Address:

City, State, Zip:

Solicitation # 2018011 INFORMATION TECHNOLOGY SOLUTIONS & SERVICES Due Date: October 23, 2017, at 3:00 p.m. local Arizona time

City of Mesa
Attn: Purchasing
20 E. Main St., Suite 400
Mesa, AZ 85201

------------------------------------------------------------------------------------------------------------------------------------------- 290

96 ATTACHMENTS
Immediately following are documents called out as additional information within our response.  D&B Report
 List of partners – this is in no way a complete list but an overview of partners that SHI can provide.

D&B REPORT

291
Live Report : SHI INTERNATIONAL CORP.

D-U-N-S® Number: 61-142-9481
Trade Names: SOFTWARE HOUSE INTERNATIONAL - S H I
Endorsement/Billing Reference: [email protected]
D&B Address
Address 290 Davidson Ave
Somerset, NJ, US - 08873
Phone 732 764-8888
Fax 732-805-0818
Location Type Headquarters
Web www.shi.com
Added to Portfolio:  03/28/2014
Last View Date:  02/09/2016
Endorsement : [email protected]
Company Summary
Currency: Shown in USD unless otherwise indicated
D&B 3-month PAYDEX®
3-month D&B PAYDEX®: 74
Lowest Risk:100;Highest Risk :1
When weighted by amount, Payments to suppliers
average 9 Days Beyond Terms
D&B PAYDEX®
D&B PAYDEX® 73
Lowest Risk:100;Highest Risk :1
When weighted by amount, Payments to suppliers
average 11 days beyond terms
Score Bar
Sales (Revenue) 5,797,204,000 Source: DNB, FISCAL, 12-31-2014 Net Worth 294,433,000 Source: DNB, FISCAL, 12-31-2014
Assets - Total 1,305,888,000 Source: DNB, FISCAL, 12-31-2014 Bankruptcy Found No
Commercial Credit Score
526 Moderate Risk of severe payment delinquency.

Commercial Credit Score
Percentile
69 Moderate Risk of severe payment delinquency.

D&B Viability Rating
View More Details
Current Ratio 1.3 Source: DNB, FISCAL, 12-31-2014
Credit Limit - D&B Aggressive 900,000.00 Based on profiles of other similar companies.

PAYDEX®
73 Paying 11 days past due
Commercial Credit Score Class
3 Moderate Risk of severe payment delinquency.

Financial Stress Score Class
2 Low to Moderate Risk of severe financial
stress.

Credit Limit - D&B Conservative 400,000.00 Based on profiles of other similar companies.

D&B Rating 5A3 5A indicates 50 million and over, Credit appraisal of 3 is fair
Printed By:Akif Nizam
Date Printed:February 26, 2016
1292
Commercial Credit Score Class
Commercial Credit Score Class: 3
Lowest Risk:1;Highest Risk :5
D&B Company Overview
This is a headquarters location
Branch(es) or Division(s) exist Y
Chief Executive THAI LEE, CEO
Year Started 1989
Employees 2850 (1400 Here)
Financing SECURED
SIC 7371 , 7374
Line of business Custom computer
programing, data
processing/
preparation
NAICS 541511
History Status CLEAR
Financial Condition FAIR
Financial Stress Score Class
Financial Stress Score Class: 2
Lowest Risk:1;Highest Risk :5
Public Filings
The following data includes both open and closed filings found in D&B's database on this company.

Record Type Number of
Records
Most Recent
Filing Date
Bankruptcies 0 -
Judgments 0 -
Liens 1 01/03/14
Suits 0 -
UCCs 68 08/11/15
The public record items contained herein may have been
paid, terminated, vacated or released prior to todays date.

Corporate Linkage
Subsidiaries (International)
Company City , Country D-U-N-S® NUMBER
SHI INTERNATIONAL CORP Milton Keynes , UNITED KINGDOM 23-041-6559 SHI Canada ULC North York , CANADA 24-362-9057
SHI INTERNATIONAL SAS ISSY LES MOULINEAUX , FRANCE 26-213-9752 Branches (Domestic)
Company City , State D-U-N-S® NUMBER
SHI INTERNATIONAL CORP. TEMPE , Arizona 82-925-3066
SHI INTERNATIONAL CORP. SAN DIEGO , California 82-925-3330 SHI INTERNATIONAL CORP. ATLANTA , Georgia 82-925-3462
SHI INTERNATIONAL CORP. SAN FRANCISCO , California 82-925-3215 SHI INTERNATIONAL CORP. CHICAGO , Illinois 82-925-3769
SHI INTERNATIONAL CORP. MINNEAPOLIS , Minnesota 82-925-3850 SHI INTERNATIONAL CORP. SAINT LOUIS , Missouri 82-925-4023 SHI INTERNATIONAL CORP. DALLAS , Texas 82-925-5251
SHI INTERNATIONAL CORP. HOUSTON , Texas 82-925-5335
SHI INTERNATIONAL CORP. RESTON , Virginia 82-925-5343
SHI INTERNATIONAL CORP. BELLEVUE , Washington 82-925-5475 SHI INTERNATIONAL CORP. TAMPA , Florida 83-240-0621
SHI INTERNATIONAL CORP. SHAWNEE MISSION , Kansas 83-240-0688 SHI INTERNATIONAL CORP. NEEDHAM , Massachusetts 83-240-0803 SHI INTERNATIONAL CORP. DENVER , Colorado 83-240-0662
2293
SHI INTERNATIONAL CORP. INDIANAPOLIS , Indiana 83-240-0852 SHI INTERNATIONAL CORP. CHAPEL HILL , North Carolina 17-958-9937 SHI INTERNATIONAL CORP. WAYNE , Pennsylvania 02-958-1868 SHI INTERNATIONAL CORP. DURHAM , North Carolina 07-166-5395 SHI INTERNATIONAL CORP. CROFTON , Maryland 04-235-0384
SHI INTERNATIONAL CORP. REMER , Minnesota 05-845-6218
SHI INTERNATIONAL CORP. EL SEGUNDO , California 07-940-9361 SHI INTERNATIONAL CORP. NEW YORK , New York 07-940-9369 SHI INTERNATIONAL CORP. SOUTHFIELD , Michigan 07-940-9364 SHI INTERNATIONAL CORP. ISSAQUAH , Washington 11-899-4420 This list is limited to the first 25 branches.

For the complete list, Please logon to DNBi and view the Dynamic Family Tree Information.

Branches (International)
Company City , Country D-U-N-S® NUMBER
Software House International NORTH VANCOUVER , CANADA 25-930-0382 SHI International Corp. CENTRAL DISTRICT , HONG
KONG 66-834-4679
Predictive Scores
Currency: Shown in USD unless otherwise indicated
Credit Capacity Summary
This credit rating was assigned because of D&B's assessment of the company's creditworthiness. For more information, see the D&B Rating Key
D&B Rating : 5A3   Financial Strength: 5A indicates 50 million and over Composite credit appraisal: 3 is fair
The Rating was changed on May 5, 2015 because the History of the company is now "Clear ".

Below is an overview of the companys rating history
since 09-28-1999
D&B Rating Date Applied
5A3 05-05-2015
-- 11-26-2014
5A3 08-21-2014
-- 06-12-2014
5A2 05-20-2014
5A3 05-12-2009
5A2 03-16-2009
5A3 05-07-2002
4A3 07-25-2001
4A2 09-28-1999
Sales:
5,797,204,000.00
( Up by 15.9%
from last year )
Number of Employees Total: 2,850 (1400 here)
Worth:
294,433,000
( Up by 15.1%
from last year )
( As of 31-Dec-14)
3294
Working
Capital: $253,466,000 ( As of 31-Dec-14)
Payment Activity: (based on 247
experiences)
Average High Credit: 993,122
Highest Credit: 50,000,000
Total Highest Credit: 209,080,850
D&B Credit Limit Recommendation
Conservative credit Limit 400,000
Aggressive credit Limit: 900,000

Risk category for this business : LOW

The Credit Limit Recommendation (CLR) is intended to serve as a directional benchmark for all businesses within the same line of business or industry, and is not calculated based on any individual business. Thus, the CLR is intended to help guide the credit limit decision, and must be balanced in combination with other elements which reflect the individual company's size, financial strength, payment history, and credit worthiness, all of which can be derived from D&B reports.

Risk is assessed using D&Bs scoring methodology and is one factor used to create the recommended limits. See Help for details.

Financial Stress Class Summary
The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state/federal law over the next 12 months. Scores were calculated using a statistically valid model derived from D&Bs extensive data files.

The Financial Stress Class of 2 for this company shows that firms with this class had a failure rate of 0.09% (9 per 10,000), which is lower than the average of businesses in D & B's database
Financial Stress Class : 2
(Lowest Risk:1; Highest Risk:5)
Lower than average risk of severe financial stress, such as a bankruptcy or going out of business with unpaid debt, over the next 12 months.

Probability of Failure:

Risk of Severe Financial Stress for Businesses with this Class: 0.09 %  (9 per 10,000) Financial Stress National Percentile :  77  (Highest Risk: 1; Lowest Risk: 100) Financial Stress Score :  1526  (Highest Risk: 1,001; Lowest Risk: 1,875) Average Risk of Severe Financial Stress for Businesses in D&B database: 0.48 %  ( 48 per 10,000) The Financial Stress Class of this business is based on the following factors:

Low proportion of satisfactory payment experiences to total payment experiences.

High proportion of slow payment experiences to total number of payment experiences.

UCC Filings reported.

High number of inquiries to D & B over last 12 months.
4295
Notes:

The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress.

The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes.

The Financial Stress National Percentile reflects the relative ranking of a company among all scorable companies in D&Bs file.

The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance.

Norms National
%
This Business 77
Region: MIDDLE ATLANTIC 44
Industry: BUSINESS, LEGAL AND ENGINEERING
SERVICES 52
Employee range: 500+ 61
Years in Business: 26+ 77
This Business has a Financial Stress Percentile that shows:

Lower risk than other companies in the same region.

Lower risk than other companies in the same industry.

Lower risk than other companies in the same employee size range.

Similar risk compared to other companies with a comparable number of years in business.

Credit Score Summary
The Commercial Credit Score (CCS) predicts the likelihood of a business paying its bills in a severely delinquent manner (91 days or more past terms).

The Credit Score class of 3 for this company shows that 5.8% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database.

Credit Score Class : 3
Lowest Risk:1;Highest Risk :5
Incidence of Delinquent Payment
Among Companies with this Classification: 5.80 %
Average compared to businesses in D&Bs database:  10.20 % Credit Score Percentile :  69  (Highest Risk: 1; Lowest Risk: 100) Credit Score :  526  (Highest Risk: 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors:

Proportion of slow payments in recent months
Recent high balance past due
Financial ratios
Proportion of past due balances to total amount owing
Higher risk industry based on delinquency rates for this industry Notes:

The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency.

The Incidence of Delinquent Payment is the percentage of companies with this classification that were reported 91 days past due or more by creditors. The calculation of this value is based on D&B's trade payment database.

The Commercial Credit Score percentile reflects the relative ranking of a firm among all scorable companies in D&B's file.

The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance.

Norms National %
5296
This Business 69
Region: MIDDLE ATLANTIC 51
Industry: BUSINESS, LEGAL AND ENGINEERING
SERVICES 43
Employee range: 500-38527 84
Years in Business: 26+ 85
This business has a Credit Score Percentile that shows:

Lower risk than other companies in the same region.

Lower risk than other companies in the same industry.

Higher risk than other companies in the same employee size range.

Higher risk than other companies with a comparable number of years in business.

Trade Payments
Currency: Shown in USD unless otherwise indicated
D&B PAYDEX®
The D&B PAYDEX is a unique, weighted indicator of payment performance based on payment experiences as reported to D&B by trade references.

Learn more about the D&B PAYDEX
Timeliness of historical payments for this company.

Current PAYDEX is 73 Equal to 11 days beyond terms ( Pays more slowly than the average for its industry of 2 days beyond terms ) Industry Median is 79 Equal to 2 days beyond terms
Payment Trend currently is
Unchanged, compared to payments three months ago
Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed.

Total payment Experiences in D&Bs File (HQ) 247
Payments Within Terms (not weighted) 66 %
Trade Experiences with Slow or Negative Payments(%) 42.51% Total Placed For Collection 1
High Credit Average 993,122
Largest High Credit 50,000,000
Highest Now Owing 50,000,000
Highest Past Due 15,000,000
D&B PAYDEX® : 73
(Lowest Risk:100; Highest Risk:1)
When weighted by amount, payments to suppliers average 11 days beyond terms 3-Month D&B PAYDEX® : 74
(Lowest Risk:100; Highest Risk:1)
Based on payments collected over last 3 months.

When weighted by amount, payments to suppliers average 9 days beyond terms D&B PAYDEX® Comparison
6297
Current Year
PAYDEX® of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Custom computer programing, data processing/preparation , based on SIC code 7371 .

Shows the trend in D&B PAYDEX scoring over the past 12 months. 3/15 4/15 5/15 6/15 7/15 8/15 9/15 10/15 11/15 12/15 1/16 2/16 This Business 73 72 72 72 73 73 73 73 74 74 73 73
Industry Quartiles
Upper 80 . . 80 . . 80 . . 80 . .

Median 79 . . 79 . . 79 . . 79 . .

Lower 72 . . 72 . . 72 . . 71 . .

Current PAYDEX for this Business is 73 , or equal to 11 days beyond terms The 12-month high is 74 , or equal to 9 DAYS BEYOND  terms The 12-month low is 72 , or equal to 12 DAYS BEYOND  terms Previous Year
Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Custom computer programing, data processing/preparation , based on SIC code 7371 .

Previous Year 03/14
Q1'14
06/14
Q2'14
09/14
Q3'14
12/14
Q4'14
This Business 76 77 73 72
Industry Quartiles
Upper 80 80 80 80
Median 79 79 79 79
Lower 72 72 72 72
Based on payments collected over the last 4 quarters.

Current PAYDEX for this Business is 73 , or equal to 11 days beyond terms The present industry median Score is 79 , or equal to 2 days beyond terms Industry upper quartile represents the performance of the payers in the 75th percentile Industry lower quartile represents the performance of the payers in the 25th percentile Payment Habits
For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Within Terms Over 100,000 46 206,250,000 79%
50,000-100,000 13 930,000 80%
15,000-49,999 39 1,065,000 71%
5,000-14,999 32 220,000 67%
1,000-4,999 42 76,500 66%
Under 1,000 38 14,250 61%
Based on payments collected over last 24 months.

All Payment experiences reflect how bills are paid in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc.
7298
Payment Summary
There are 247 payment experience(s) in D&Bs file for the most recent 24 months, with 165 experience(s) reported during the last three month period.

The highest  Now Owes on file is 50,000,000 . The highest  Past Due on file is 15,000,000 Below is an overview of the companys currency-weighted payments, segmented by its suppliers primary industries:

Total
Revd
(#)
Total
Amts
Largest High
Credit
Within
Terms
(%)
Days Slow
<31 31-60 61-90 90>
(%) (%)
Top Industries
Whol electronic parts 20 71,122,000 50,000,000 50 50 0 0 0 Whol computers/softwr 17 101,800,500 50,000,000 98 2 0 0 0 Prepackaged software 11 4,300,000 2,000,000 91 7 0 2 0
Telephone communictns 11 224,850 100,000 98 2 0 0 0
Mfg computers 10 15,357,750 8,000,000 90 8 2 0 0
Nonclassified 9 723,750 500,000 61 39 0 0 0
Custom programming 7 1,008,750 600,000 50 0 30 0 20
Short-trm busn credit 7 155,100 100,000 90 10 0 0 0
Whol office supplies 5 62,250 55,000 56 44 0 0 0
Misc business credit 5 95,000 50,000 100 0 0 0 0
Whol office equipment 4 2,285,000 1,000,000 49 11 18 0 22 Mfg process controls 4 195,000 65,000 67 33 0 0 0
Mfg photograph equip 4 33,500 25,000 100 0 0 0 0
Trucking non-local 4 6,250 5,000 40 12 8 0 40
Whol appliances 3 4,002,750 4,000,000 100 0 0 0 0
Whol misc profsn eqpt 3 203,000 200,000 51 49 0 0 0
Misc business service 3 43,500 40,000 97 0 3 0 0
Engineering services 3 67,500 35,000 96 0 2 0 2
Public finance 3 31,750 30,000 100 0 0 0 0
Mfg calculating eqpt 3 15,750 15,000 3 0 95 0 2
Ret mail-order house 3 11,000 7,500 69 11 20 0 0
Mfg electric test prd 3 15,000 5,000 100 0 0 0 0
Arrange cargo transpt 3 2,850 2,500 0 6 0 94 0
Computer system desgn 2 2,050,000 2,000,000 49 50 1 0 0 Business consulting 2 2,002,500 2,000,000 50 50 0 0 0
Mfg measure devices 2 1,000,750 1,000,000 50 50 0 0 0
Mfg computer storage 2 507,500 500,000 100 0 0 0 0
Misc equipment rental 2 95,000 65,000 100 0 0 0 0
Radiotelephone commun 2 55,000 40,000 73 0 0 0 27
Data processing svcs 2 32,500 30,000 100 0 0 0 0
Mfg comp peripherals 2 31,000 30,000 3 97 0 0 0
Mfg switchgear-boards 2 30,000 20,000 33 0 67 0 0
Whol service paper 2 22,500 20,000 89 11 0 0 0
Mfg public bldg furn 2 16,000 15,000 94 0 3 3 0
Detective/guard svcs 2 10,250 10,000 51 49 0 0 0
Whol electrical equip 2 5,250 5,000 52 0 48 0 0
Mfg sheet metalwork 1 200,000 200,000 50 0 0 0 50
Mfg misc plastic prdt 1 100,000 100,000 50 0 0 50 0
Mfg medical instrmnt 1 100,000 100,000 0 100 0 0 0
Travel agency 1 95,000 95,000 100 0 0 0 0
Mfg environment cntrl 1 85,000 85,000 100 0 0 0 0
Misc advertising svcs 1 80,000 80,000 100 0 0 0 0
8299
Tour operator 1 65,000 65,000 100 0 0 0 0
Air courier service 1 45,000 45,000 50 0 0 0 50
Mfg relays/controls 1 45,000 45,000 50 0 0 0 50
Electric eqpt repair 1 25,000 25,000 50 0 0 50 0
Mfg recording media 1 20,000 20,000 0 0 100 0 0
Mfg refrig/heat equip 1 20,000 20,000 100 0 0 0 0
Copper roll/drawing 1 10,000 10,000 100 0 0 0 0
Whol auto parts 1 7,500 7,500 0 100 0 0 0
Mfg nonwd office furn 1 5,000 5,000 50 50 0 0 0
Ret stationery 1 5,000 5,000 50 0 50 0 0
Help supply service 1 5,000 5,000 100 0 0 0 0
Misc publishing 1 2,500 2,500 50 0 0 50 0
Nonphysical research 1 2,500 2,500 0 100 0 0 0
Natnl commercial bank 1 2,500 2,500 100 0 0 0 0
Mfg signs/ad specltys 1 2,500 2,500 100 0 0 0 0
Ret electronics 1 2,500 2,500 100 0 0 0 0
Mfg plane engine/part 1 1,000 1,000 0 0 0 0 100
Coating/engrave svcs 1 1,000 1,000 50 50 0 0 0
Whol industrial equip 1 1,000 1,000 100 0 0 0 0
Whol piece goods 1 1,000 1,000 50 50 0 0 0
Information retrieval 1 1,000 1,000 100 0 0 0 0
Gravure printing 1 1,000 1,000 50 0 0 50 0
Mfg computer terminal 1 1,000 1,000 50 50 0 0 0
Mfg manifold forms 1 750 750 100 0 0 0 0
Whol heating/ac equip 1 500 500 0 0 100 0 0
Whol nondurable goods 1 500 500 100 0 0 0 0
Mfg telephone equip 1 250 250 100 0 0 0 0
Mfg frozen deserts 1 250 250 0 0 100 0 0
Books-print/publish 1 100 100 0 0 0 0 100
Reg misc coml sector 1 100 100 100 0 0 0 0
Mfg broadcastng equip 1 100 100 0 100 0 0 0
Mfg misc office eqpt 1 50 50 100 0 0 0 0
Lithographic printing 1 50 50 100 0 0 0 0
Whol chemicals 1 50 50 0 0 0 0 100
Mfg lab apparatus 1 0 0 0 0 0 0 0
Other payment categories
Cash experiences 24 505,550 500,000
Payment record unknown 9 19,450 10,000
Unfavorable comments 1 100 100
Placed for collections 1 N/A 0
Total in D&B's file 247 209,080,850 50,000,000

Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed.

Indications of slowness can be result of dispute over merchandise, skipped invoices etc.

Detailed payment history for this company
Date
Reported
(mm/yy)
Paying Record High Credit Now Owes Past Due Selling
Terms
Last Sale
Within
(month)
02/16 Ppt 65,000 5,000   Lease
Agreemnt

9300
Ppt 40,000 30,000 0   1 mo
Ppt 30,000 100   Lease
Agreemnt

Ppt 1,000 1,000 0   1 mo
Ppt-Slow 30 500,000 250,000 250,000 N30 1 mo
Ppt-Slow 30 45,000 25,000 7,500 N30 1 mo
Slow 30 10,000 10,000 10,000 N30 1 mo
01/16 Ppt 40,000,000 20,000,000 0 N30 1 mo
Ppt 7,000,000 7,000,000 0 N30 1 mo
Ppt 1,000,000 95,000 0   1 mo
Ppt 500,000 100 0   1 mo
Ppt 100,000 100,000 0   1 mo
Ppt 85,000 20,000 0   1 mo
Ppt 50,000 25,000 0   1 mo
Ppt 40,000 25,000 0   1 mo
Ppt 40,000 35,000 0   1 mo
Ppt 25,000 0     6-12 mos
Ppt 20,000 20,000 0 N30 1 mo
Ppt 15,000 10,000 0   1 mo
Ppt 10,000 0 0   6-12 mos
Ppt 7,500 7,500 0   1 mo
Ppt 5,000 5,000 0   1 mo
Ppt 5,000 2,500 0   1 mo
Ppt 5,000 0     6-12 mos
Ppt 5,000 0 0   4-5 mos
Ppt 5,000 5,000 0   1 mo
Ppt 2,500 2,500 0   1 mo
Ppt 2,500 0 0 N30 2-3 mos
Ppt 2,500 0 0   2-3 mos
Ppt 2,500 2,500 0   1 mo
Ppt 2,500 250 0   1 mo
Ppt 2,500 750 0   1 mo
Ppt 2,500 2,500 0   1 mo
Ppt 2,500 0 0   2-3 mos
Ppt 1,000 1,000 0   1 mo
Ppt 1,000 0 0   4-5 mos
Ppt 1,000 500 0   1 mo
Ppt 1,000 1,000 0   1 mo
Ppt 750 0 0   2-3 mos
Ppt 750       1 mo
Ppt 750 250 0
Ppt 250 250 0 N30 1 mo
Ppt 250 0 0   2-3 mos
Ppt 250 0 0   1 mo
Ppt 250 0 0   6-12 mos
Ppt 250 0 0   6-12 mos
Ppt 50 0 0 N30 2-3 mos
Ppt-Slow 30 50,000,000 50,000,000 15,000,000   1 mo
Ppt-Slow 30 2,000,000 1,000,000 1,000,000   1 mo
Ppt-Slow 30 400,000 400,000 0 N30 1 mo
Ppt-Slow 30 200,000 100,000 0   1 mo
Ppt-Slow 30 100,000 15,000 750   1 mo
Ppt-Slow 30 55,000 55,000 5,000 1 10 N30 1 mo
Ppt-Slow 30 10,000 10,000 2,500   1 mo
10301
Ppt-Slow 30 5,000 1,000 1,000 1 15 N30 1 mo
Ppt-Slow 30 1,000 0 0   2-3 mos
Ppt-Slow 60 600,000 85,000 15,000   1 mo
Ppt-Slow 60 2,500 2,500 1,000   1 mo
Ppt-Slow 60 1,000 0 0   2-3 mos
Ppt-Slow 90 100,000 0 0   2-3 mos
Ppt-Slow 90 25,000 15,000 15,000   2-3 mos
Ppt-Slow 90 1,000 500 500   2-3 mos
Ppt-Slow 240 5,000 0 0   2-3 mos
Slow 10 500 0 0   6-12 mos
Slow 10 500 0 0 N30 6-12 mos
Slow 30 100,000 25,000 25,000   1 mo
Slow 30 7,500 7,500 5,000   1 mo
Slow 30 2,500 1,000 1,000 N30 1 mo
Slow 60 500 0 0 N30 6-12 mos
Slow 60 500 100 0   1 mo
Slow 90 2,500 2,500 2,500   2-3 mos
Slow 30-90 1,000 500 100   1 mo
Slow 30-90 250 250 250   4-5 mos
Slow 30-90 100 100 100
Slow 30-90+ 15,000 7,500 7,500   4-5 mos
Slow 90+ 50 50 50
(077) 0 0 0 Cash
account
2-3 mos
06/15 Slow 60 20,000 0 0 N30 6-12 mos
03/15 Slow 60 20,000 0 0   4-5 mos
(080) Credit refused . 100 100 100   1 mo

Payments Detail Key: 30 or more days beyond terms
Payment experiences reflect how bills are paid in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices, etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported.

Public Filings
Currency: Shown in USD unless otherwise indicated
Summary
The following data includes both open and closed filings found in D&B's database on this company.

Record Type # of Records Most Recent Filing Date
Bankruptcy Proceedings 0 -
Judgments 0 -
Liens 1 01/03/14
Suits 0 -
UCCs 68 08/11/15
The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source.

Liens
A lien holder can file the same lien in more than one filing location. The appearance of multiple liens filed by the same lien holder against a debtor may be indicative of such an occurrence.
11302
Amount 64
Status Released
CASE NO. J819037
Type County Tax
Filed By TAX COLLECTOR
Against SHI INTERNATIONAL CORP, SAN FRANCISCO, CA
Where Filed SAN FRANCISCO COUNTY RECORDERS OFFICE, SAN FRANCISCO, CA Date Status Attained 11/20/15
Date Filed 01/03/14
Latest Info Received 12/23/15
UCC Filings
Type Continuation
Sec. Party IBM CREDIT LLC
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2004-05-18
Latest Info Received 06/01/04
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral All Negotiable instruments including proceeds and products - All Inventory including proceeds and products - All Account(s) including proceeds and products - All Computer equipment including proceeds and products - and OTHERS
Type Amendment
Sec. Party IBM CREDIT LLC
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2005-02-01
Latest Info Received 03/02/05
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Type Amendment
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA IBM CREDIT CORPORATION, ARMONK, NY Debtor SOFTWARE HOUSE INTERNATIONAL INC and OTHERS
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2008-10-02
Latest Info Received 11/25/08
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

12303
Type Continuation
Sec. Party IBM CREDIT CORPORATION, ARMONK, NY IBM CREDIT CORPORATION, ATLANTA, GA Debtor SHI INTERNATIONAL CORP. and OTHERS
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2009-03-16
Latest Info Received 05/15/09
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral CONTRACT and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2011-10-03
Latest Info Received 12/20/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral SECURITY INTEREST and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ARMONK, NY
Debtor SHI INTERNATIONAL CORP. and OTHERS
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2011-12-21
Latest Info Received 04/07/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral SECURITY INTEREST and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2012-03-23
Latest Info Received 05/16/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral AGREEMENT and proceeds
13304
Type Partial release
Sec. Party IBM CREDIT LLC, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2012-06-25
Latest Info Received 09/04/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral SECURITY INTEREST and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2012-08-01
Latest Info Received 09/28/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral CONTRACT and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2012-11-01
Latest Info Received 01/10/13
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral CONTRACT and proceeds
Type Amendment
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2012-11-15
Latest Info Received 02/28/13
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral SECURITY INTEREST and proceeds
14305
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2013-02-13
Latest Info Received 04/18/13
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Type Continuation
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.

Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2014-04-16
Latest Info Received 09/09/14
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103

Collateral Inventory including proceeds and products - Chattel paper including proceeds and products Type Original
Sec. Party BANC OF AMERICA LEASING & CAPITAL, LLC, CHICAGO, IL Debtor SHI INTERNATIONAL CORP
Filing No. 26077512
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2011-09-14
Latest Info Received 10/14/11

Type Amendment
Sec. Party BANC OF AMERICA LEASING & CAPITAL. LLC, CHICAGO, IL BANK OF AMERICA, NATIONAL

ASSOCIATION, CHICAGO, IL
Debtor SHI INTERNATIONAL CORP
Filing No. 26077512
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2011-10-03
Latest Info Received 02/16/12
Original UCC Filed Date 2011-09-14
Original Filing No. 26077512

Collateral Accounts receivable and proceeds - Account(s) and proceeds Type Original
Sec. Party CITIBANK, N.A., ITS BRANCHES, SUBSIDIARIES AND AFFILIATES, NEW YORK, NY Debtor SHI INTERNATIONAL CORP.
15306
Filing No. 51220974
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2015-06-25
Latest Info Received 07/31/15

Collateral Accounts receivable and proceeds - Account(s) and proceeds Type Original
Sec. Party CITIBANK, N.A., ITS BRANCHES, SUBSIDIARIES AND AFFILIATES, NEW YORK, NY Debtor SHI INTERNATIONAL CORP.

Filing No. 50581191
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2013-07-25
Latest Info Received 08/16/13

Collateral Inventory and proceeds - Assets and proceeds - Account(s) and proceeds - General intangibles(s) and proceeds - and OTHERS
Type Original
Sec. Party EVERBANK COMMERCIAL FINANCE, INC., PARSIPPANY, NJ Debtor SHI INTERNATIONAL CORP.

Filing No. 50451760
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2013-02-21
Latest Info Received 03/18/13

Collateral Inventory and proceeds - Assets and proceeds - Account(s) and proceeds - Computer equipment and proceeds - and OTHERS
Type Original
Sec. Party SG EQUIPMENT FINANCE USA CORP., JERSEY CITY, NJ Debtor SHI INTERNATIONAL CORP.

Filing No. 50363506
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2012-10-17
Latest Info Received 12/20/12

Collateral Accounts receivable and proceeds - Contract rights and proceeds Type Original
Sec. Party JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, CHICAGO, IL Debtor SHI INTERNATIONAL CORP.

Filing No. 50219681
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2012-04-04
Latest Info Received 04/19/12

16307
Collateral General intangibles(s) including proceeds and products - Computer equipment including proceeds and products - Equipment including proceeds and products
Type Original
Sec. Party HEWLETT-PACKARD FINANCIAL SERVICES COMPANY, BERKELEY HEIGHTS, NJ Debtor SHI INTERNATIONAL CORP.

Filing No. 50126880
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2011-11-18
Latest Info Received 12/12/11

Collateral General intangibles(s) including proceeds and products - Computer equipment including proceeds and products - Equipment including proceeds and products
Type Original
Sec. Party HEWLETT-PACKARD FINANCIAL SERVICES COMPANY, BERKELEY HEIGHTS, NJ Debtor SHI INTERNATIONAL CORP.

Filing No. 50111916
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2011-10-28
Latest Info Received 11/11/11

Collateral Equipment and proceeds
Type Original
Sec. Party BANC OF AMERICA LEASING & CAPITAL, LLC, CHICAGO, IL EMC CORPORATION, HOPKINTON, MA Debtor SHI INTERNATIONAL CORP.

Filing No. 26705781
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ

Date Filed 2015-05-14
Latest Info Received 07/28/15

Government Activity
Activity summary
Borrower (Dir/Guar) NO
Administrative Debt NO
Contractor YES
Grantee NO
Party excluded from federal program(s) NO

Possible candidate for socio-economic program consideration Labour Surplus Area N/A
Small Business N/A
8(A) firm N/A
The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources. 17308
Special Events
Currency: Shown in USD unless otherwise indicated
Special Events
02/24/2016 -MERGER/ACQUISITION :

According to published reports, SHI International Corp. announced that it has acquired Eastridge, DUNS 124591228, (Winston Salem, NC).

History & Operations
Currency: Shown in USD unless otherwise indicated
Company Overview
Company Name: SHI INTERNATIONAL CORP.

Doing Business As : SOFTWARE HOUSE INTERNATIONAL ,
S H I
Street Address: 290 Davidson Ave
Somerset ,  NJ  08873
Phone: 732 764-8888
Fax: 732-805-0818
URL: http://www.shi.com
History Is clear
Operations Profitable
Present management control 27 years
Annual Sales 5,797,204,000
History
The following information was reported: 05/06/2015
Officer(s):

THAI LEE, CEO

KOGUAN LEO, CHB

HAL JAGGER, V PRES

PAUL NG, CFO-SEC-V PRES

MELISSA GRAHAM, V PRES

CELESTE LEE, V PRES

AL FITZGERALD, V PRES
DIRECTOR(S) : THE OFFICER(S)
The New Jersey Secretary of State's business registration file showed that SHI International Corp. was registered as a corporation on November 1989, under the file registration number 0100434583.

Business started 1989 by Leo Koguan. 60% of capital stock is owned by Thai Lee. 40% of capital stock is owned by Leo Koguan.

In November 1989, Software House International Inc was formed by Leo Koguan with the purchased of assets of Software House.

THAI LEE born 1958. Thai holds an MBA from Harvard Business School.

KOGUAN LEO born 1955. Koguan holds a Master's in International Relations.

HAL JAGGER. Hal obtained his B.A. of Political Science from the University of California, Davis in 1994.

PAUL NG. 1989-present active here.

MELISSA GRAHAM. Antecedents not available.

CELESTE LEE. Celeste holds a Master's from Harvard University.

AL FITZGERALD. Antecedents not available.
18309
Operations
05/06/2015
Description:

Provides computer programming services, specializing in software development or applications. Provides computer and data processing, and preparation and data processing services.

Has 15,000 account(s). Terms are Net 30 days. Sells to commercial concerns and governmental accounts. Territory :

International.

Nonseasonal.

Employees: 2,850 which includes officer(s). 1,400 employed here.

Facilities: Owns 440,000 sq. ft. in on 1st-4th floor of a five story brick a building.

Location: Central business section on side street.

Branches: This business has multiple branches, detailed branch/division information is available in Dun & Bradstreet's linkage or family tree products.

Subsidiaries:

This business has one subsidiary.

Shi/Government Solutions, Inc.

SIC & NAICS
SIC:

Based on information in our file, D&B has assigned this company an extended 8-digit SIC. D&B's use of 8-digit SICs enables us to be more specific about a company's operations than if we use the standard 4-digit code.

The 4-digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window.
7371    0300   Computer software development and applications 7374    0000   Data processing and preparation
7374    9902   Data processing service
NAICS:
541511   Custom Computer Programming Services
518210   Data Processing, Hosting, and Related Services 518210   Data Processing, Hosting, and Related Services Financials
Company Financials: D&B
05/06/2015
Two-year Statement Comparative:

Fiscal
Consolidated
Dec 31 2014
Fiscal
Consolidated
Dec 31 2013
Current Assets 1,264,921,000 1,087,624,149
Current Liabilities 1,011,455,000 873,910,309
Current Ratio 1.25 1.24
Working Capital 253,466,000 213,713,840
Other Assets 40,967,000 42,138,512
Net Worth 294,433,000 255,852,352
19310
Sales 5,797,204,000 5,003,074,575
Long Term Liab 0 0
Net Profit (Loss) 89,269,000 74,773,105
Additional Financial Data

Fiscal Consolidated statement dated DEC 31 2014

Assets
Cash 84,268,000
Accts Rec 1,122,641,000
Inventory 52,776,000
Prepaid Exps & Sundry Receivable 5,236,000
Curr Assets 1,264,921,000

Liabilities
Accts Pay 801,601,000
Wholesale Financing Agree Advances 163,538,000
Accruals 45,814,000
Due To Related Party 502,000
Curr Liabs 1,011,455,000
Fixt & Equip 40,162,000
Security Deposits & Other Assets 805,000

Total Assets 1,305,888,000

COMMON STOCK 100,000
ADDIT. PD.-IN CAP 300,000
ACCUM OTHER COMPREHENSIVE INCOME 1,895,000
RETAINED EARNINGS 292,138,000
Total Liabilities + Equity 1,305,888,000

From JAN 01 2014 to DEC 31 2014 annual sales $5,797,204,000; cost of goods sold $5,354,580,000. Gross profit $442,624,000; operating expenses $348,727,000. Operating income $93,897,000; other income $794,000; other expenses $3,512,000; net income before taxes $91,179,000; other tax $1,910,000. Net income $89,269,000.

Extent of audit, if any, not indicated.

Fixed assets shown net less $33,278,760 depreciation.

On MAY 01 2015 Akif Nizam, controller, referred to the above figures.

Request Financial Statements
Requested financials are provided bySHI INTERNATIONAL CORP.and are not DUNSRight certified.

Key Business Ratios
Statement Date Dec 31 2014
Based on this Number of Establishments 18
Industry Norms Based On 18 Establishments
This Business Industry Median Industry Quartile
Profitability
Return on Sales % 1.5 7.8 4
Return on Net Worth % 30.3 16.8 2
Short-Term Solvency
Current Ratio 1.3 2.6 4
Quick Ratio 1.2 2.0 3
20311
Efficiency
Assets to Sales % 22.5 88.1 1
Sales / Net Working Capital 22.9 3.0 1
Utilization
Total Liabilities / Net Worth (%) 343.5 59.5 4

This information may not be reproduced in whole or in part by any means of reproduction. © 2005-2016 Dun & Bradstreet, Inc.
21312

97 PARTNERS
Immediately following is a high‐level list of the products SHI is able to provide to the City of Mesa/IPA.

Upon award, SHI would be happy to provide a much more comprehensive list if necessary. 3M ‐ Computer Accessories, Digital  Telephones
3M ‐ General Accessories and Telephony
Accellion ‐ Software
Acer ‐ Computer Accessories, Digital  Telephones
Acer ‐ Computers
Acer ‐ Displays and monitors
Acronis Software ‐ General Accessories and Telephony
Acronis Software ‐ Software
Acronis Software ‐ Software
AddOn ‐ Cables
AddOn ‐ General Accessories and Telephony
AddOn ‐ Memory
Adesso ‐ Computer Accessories, Digital  Telephones
Adobe ‐ Software
Agate Software ‐ Software
AlienVault ‐ Software
Alliance Enterprises ‐ Software
Altova ‐ Software
APC by Schneider Electric ‐ Computer Accessories, Digital  Telephones APC by Schneider Electric ‐ Racks
Apple ‐ Computer Accessories, Digital  Telephones
Apple ‐ Computers
Apple ‐ General Accessories and Telephony
Apricorn ‐ Storage Products
Arcserve ‐ Software
AssetWorks ‐ Software
ASUSTeK COMPUTER ‐ Computer Accessories, Digital  Telephones ASUSTeK COMPUTER ‐ Computers
ASUSTeK COMPUTER ‐ Displays and monitors
ASUSTeK COMPUTER ‐ General Accessories and Telephony
Atlassian ‐ Software
Attachmate ‐ Software
Attunity ‐ Software
Audio ‐ Technica ‐ General Accessories and Telephony
Autodesk ‐ Software
Avery ‐ Office Supplies
Axiom Memory Solutions ‐ Batteries
Axiom Memory Solutions ‐ Cables
Axiom Memory Solutions ‐ General Accessories and Telephony Axiom Memory Solutions ‐ Memory
Axiom Memory Solutions ‐ Storage Products
Axway ‐ Software
B&B Electronics Manufacturing Company ‐ General Accessories and Telephony 313

98 Barracuda Networks ‐ General Accessories and Telephony Barracuda Networks ‐ Software
Barracuda Networks ‐ Storage Products
Battery Technology ‐ Batteries
Battery Technology ‐ General Accessories and Telephony
Belkin ‐ Cables
Belkin ‐ Computer Accessories, Digital  Telephones
Belkin ‐ Computer Bags and Cases
Belkin ‐ General Accessories and Telephony
BenQ ‐ Displays and monitors
Bentley Systems ‐ Software
BeyondTrust Software ‐ Software
Bitdefender ‐ Software
Black Box ‐ Cables
Black Box ‐ Computer Accessories, Digital  Telephones
Black Box ‐ General Accessories and Telephony
Black Box ‐ Racks
Bluebeam Software ‐ Software
Bluebeam Software ‐ Software
BMC Software ‐ Software
Bomgar ‐ Software
Box ‐ Software
Brenthaven ‐ Computer Bags and Cases
Brocade Communications Systems ‐ Computer Accessories, Digital  Telephones Brocade Communications Systems ‐ Software
Brocade Communications Systems ‐ Software
Brother ‐ Computer Accessories, Digital  Telephones
Brother ‐ Office Supplies
Brother ‐ Printers
Buffalo Technology ‐ Storage Products
BUSlink ‐ General Accessories and Telephony
BUSlink ‐ Storage Products
C2G ‐ Cables
C2G ‐ Computer Accessories, Digital  Telephones
C2G ‐ General Accessories and Telephony
CA Technologies ‐ Software
Canon ‐ Batteries
Canon ‐ Cameras
Canon ‐ Computer Accessories, Digital  Telephones
Canon ‐ General Accessories and Telephony
Canon ‐ Printers
Carbon Black ‐ Software
Cartegraph ‐ Software
Case Logic ‐ Computer Bags and Cases
Case Logic ‐ General Accessories and Telephony
Cellebrite ‐ Software
Check Point Software Technologies ‐ General Accessories and Telephony Check Point Software Technologies ‐ Software
314

99 Cherwell ‐ Software
Chief Manufacturing ‐ Computer Accessories, Digital  Telephones Cisco Systems ‐ Cables
Cisco Systems ‐ Computer Accessories, Digital  Telephones Cisco Systems ‐ General Accessories and Telephony
Cisco Systems ‐ Racks
Cisco Systems ‐ Software
Cisco Systems ‐ Software
Cisco Systems ‐ Storage Products
Citrix Systems ‐ Software
CODi ‐ Computer Bags and Cases
CommVault Systems ‐ Software
Comprehensive Cable ‐ Cables
Condusiv Technologies ‐ Software
Corel ‐ Software
CrowdStrike ‐ Software
CSI Technology Group ‐ Software
Da‐Lite Screen ‐ General Accessories and Telephony
Decision Lens ‐ Software
Dell ‐ Batteries
Dell ‐ Cables
Dell ‐ Computer Accessories, Digital  Telephones
Dell ‐ Computer Bags and Cases
Dell ‐ Computers
Dell ‐ Displays and monitors
Dell ‐ General Accessories and Telephony
Dell ‐ Memory
Dell ‐ Printers
Dell ‐ Racks
Dell ‐ Storage Products
D‐Link Systems ‐ Computer Accessories, Digital  Telephones DocuSign ‐ Software
Dropbox ‐ Software
Eaton Corporation ‐ Computer Accessories, Digital  Telephones Eaton Corporation ‐ Racks
EDGE Memory ‐ Memory
EDGE Memory ‐ Storage Products
Elite Screens ‐ General Accessories and Telephony
Embarcadero Technologies ‐ Software
Embarcadero Technologies ‐ Software
EMC ‐ Software
enChoice ‐ Software
EntIT Software LLC ‐ Software
EntIT Software LLC ‐ Software
Epson ‐ Computer Accessories, Digital  Telephones
Epson ‐ General Accessories and Telephony
Epson ‐ Printers
eReplacements ‐ Batteries
315

100

eReplacements ‐ General Accessories and Telephony
Ergotron ‐ Computer Accessories, Digital  Telephones
Ergotron ‐ General Accessories and Telephony
Erwin ‐ Software
Erwin ‐ Software
ESET ‐ Software
Exabeam, Inc ‐ Software
F5 Networks ‐ Software
Faronics ‐ Software
Fellowes ‐ General Accessories and Telephony
FireEye ‐ Software
Fischer International Identity ‐ Software
Flexera Software ‐ Software
Forcepoint LLC ‐ Software
ForeScout Technologies ‐ Software
ForgeRock ‐ Software
Fortinet ‐ General Accessories and Telephony
Fortinet ‐ Software
Fortinet ‐ Software
Fujifilm ‐ Cameras
Fujitsu ‐ Batteries
Fujitsu ‐ Computer Accessories, Digital  Telephones
Fujitsu ‐ Computer Bags and Cases
Fujitsu ‐ Computers
Fujitsu ‐ General Accessories and Telephony
Fujitsu ‐ Memory
Fujitsu ‐ Storage Products
Genus Technologies ‐ Software
GFI Software ‐ Software
GlobalSCAPE ‐ General Accessories and Telephony
GlobalSCAPE ‐ Software
Griffin Technology ‐ General Accessories and Telephony
Hewlett Packard Enterprise ‐ Cables
Hewlett Packard Enterprise ‐ Computer Accessories, Digital  Telephones Hewlett Packard Enterprise ‐ Computers
Hewlett Packard Enterprise ‐ General Accessories and Telephony Hewlett Packard Enterprise ‐ Memory
Hewlett Packard Enterprise ‐ Racks
Hewlett Packard Enterprise ‐ Software
Hewlett Packard Enterprise ‐ Software
Hewlett Packard Enterprise ‐ Storage Products
Honeywell ‐ Computer Accessories, Digital  Telephones
Honeywell ‐ General Accessories and Telephony
Honeywell ‐ Printers
Hootsuite ‐ Software
HP, Inc. ‐ Batteries
HP, Inc. ‐ Computer Accessories, Digital  Telephones
HP, Inc. ‐ Computer Bags and Cases
316

101

HP, Inc. ‐ Computers
HP, Inc. ‐ Displays and monitors
HP, Inc. ‐ General Accessories and Telephony
HP, Inc. ‐ Memory
HP, Inc. ‐ Office Supplies
HP, Inc. ‐ Printers
HP, Inc. ‐ Software
HP, Inc. ‐ Storage Products
IBM ‐ Computer Accessories, Digital  Telephones
IBM ‐ Software
Idera ‐ Software
Imperva ‐ Software
Imprivata, Inc. ‐ Software
Incapsulate LLC ‐ Software
Incipio Technologies ‐ Computer Bags and Cases
Incipio Technologies ‐ General Accessories and Telephony Informatica Corporation ‐ Software
Intel ‐ General Accessories and Telephony
Intel ‐ Storage Products
Intermec ‐ Printers
Intermedix ‐ Software
InterSystems ‐ Software
IOGEAR ‐ Computer Accessories, Digital  Telephones
Ipswitch ‐ Software
Ipswitch ‐ Software
Ivanti ‐ Software
Jabra ‐ General Accessories and Telephony
JAMF Software ‐ Software
JAMF Software ‐ Software
Juniper Networks ‐ General Accessories and Telephony
Kaspersky Labs ‐ Software
Kaspersky Labs ‐ Software
Kensington ‐ Computer Accessories, Digital  Telephones
Kensington ‐ Computer Bags and Cases
Kensington ‐ General Accessories and Telephony
Kingston Technology ‐ Memory
Kingston Technology ‐ Storage Products
Kodak ‐ Cameras
Kofax Image Products ‐ Software
Kronos ‐ Software
Laserfiche ‐ Software
Lawsoft ‐ Software
Lenovo ‐ Batteries
Lenovo ‐ Computer Accessories, Digital  Telephones
Lenovo ‐ Computer Bags and Cases
Lenovo ‐ Computers
Lenovo ‐ Displays and monitors
Lenovo ‐ General Accessories and Telephony
317

102

Lenovo ‐ Memory
Lenovo ‐ Racks
Lenovo ‐ Storage Products
Lexmark International ‐ Computer Accessories, Digital  Telephones Lexmark International ‐ General Accessories and Telephony Lexmark International ‐ Printers
LG Electronics ‐ Displays and monitors
LifeSize ‐ Software
Lightspeed Systems ‐ Software
LockPath, Inc ‐ Software
Logitech ‐ Cameras
Logitech ‐ Computer Accessories, Digital  Telephones
Logmein, Inc. ‐ Software
LogRhythm ‐ Software
Malwarebytes ‐ Software
McAfee ‐ Software
Micro Focus ‐ Software
Micron Technology ‐ Memory
Microsoft ‐ Cameras
Microsoft ‐ Computer Accessories, Digital  Telephones
Microsoft ‐ Computers
Microsoft ‐ Software
Mimecast ‐ Software
Mobile Edge ‐ Computer Bags and Cases
Mobile Edge ‐ General Accessories and Telephony
Modo Labs ‐ Software
MuleSoft ‐ Software
NEC ‐ Computer Accessories, Digital  Telephones
NEC ‐ Displays and monitors
NEC ‐ General Accessories and Telephony
NETGEAR ‐ Computer Accessories, Digital  Telephones
NETGEAR ‐ General Accessories and Telephony
NetMotion Wireless ‐ Software
NetOp ‐ Software
Netscout Systems ‐ Software
NetWrix Corporation ‐ Software
Nimble Storage ‐ Software
Nintex ‐ Software
Nuance Communications ‐ Software
Nutanix ‐ Software
OGIO ‐ Computer Bags and Cases
OKI ‐ Computer Accessories, Digital  Telephones
OKI ‐ Printers
Olympus ‐ General Accessories and Telephony
OpenText ‐ Software
Oracle ‐ Software
OtterBox ‐ General Accessories and Telephony
Overland Storage ‐ Storage Products
318

103

Palo Alto Networks ‐ Software
Panasonic ‐ Batteries
Panasonic ‐ Computer Accessories, Digital  Telephones
Panasonic ‐ Computers
Panasonic ‐ Displays and monitors
Panasonic ‐ General Accessories and Telephony
Panasonic ‐ Office Supplies
Panduit ‐ Cables
Panduit ‐ General Accessories and Telephony
Panduit ‐ Racks
Pega ‐ Software
Pega Systems ‐ Software
Philips ‐ Displays and monitors
Pitney Bowes ‐ Software
Planar Systems ‐ Displays and monitors
Plantronics ‐ General Accessories and Telephony
PNY Technologies ‐ Memory
Polycom ‐ General Accessories and Telephony
PrinterLogic ‐ Software
Promise Technology ‐ General Accessories and Telephony
Proofpoint ‐ Software
ProPhoenix ‐ Software
QNAP Systems, Inc ‐ General Accessories and Telephony
Qualtrics ‐ Software
Qualys ‐ Software
Quantum ‐ Storage Products
Quest Software ‐ General Accessories and Telephony
Quest Software ‐ Software
Quest Software ‐ Software
Quest Software ‐ Storage Products
Rapid7 ‐ Software
Raritan Computer ‐ Computer Accessories, Digital  Telephones Red Gate Software ‐ Software
Red Hat ‐ Software
Ricoh ‐ Computer Accessories, Digital  Telephones
Ricoh ‐ Office Supplies
Ricoh ‐ Printers
Rocket Software, Inc. ‐ Software
RSA Security ‐ Software
Ruckus Wireless ‐ General Accessories and Telephony
SailPoint ‐ Software
Salesforce ‐ Software
Salient Corporation ‐ Software
Samsonite ‐ Computer Bags and Cases
Samsung ‐ Batteries
Samsung ‐ Computer Accessories, Digital  Telephones
Samsung ‐ Computers
Samsung ‐ Displays and monitors
319

104

Samsung ‐ General Accessories and Telephony
Samsung ‐ Memory
Samsung ‐ Office Supplies
Samsung ‐ Storage Products
SanDisk ‐ Memory
SanDisk ‐ Storage Products
SANS Institute ‐ Software
SAP ‐ Software
SAP BusinessObjects ‐ Software
SAS Institute ‐ Software
Seagate ‐ General Accessories and Telephony
Seagate ‐ Storage Products
Sennheiser ‐ General Accessories and Telephony
SentinelOne ‐ Software
Sentry Data Systems ‐ Software
ServiceNow ‐ Software
Sharp ‐ Displays and monitors
SIIG ‐ General Accessories and Telephony
Siteimprove ‐ Software
Snow Software ‐ Software
SolarWinds ‐ Software
SolarWinds ‐ Software
SonicWALL ‐ General Accessories and Telephony
SonicWALL ‐ Software
Sophos ‐ Software
Spatial Data Logic ‐ Software
Spillman Technologies, Inc. ‐ Software
Splunk ‐ Software
StarTech.com ‐ Cables
StarTech.com ‐ Computer Accessories, Digital  Telephones StarTech.com ‐ General Accessories and Telephony
StarTech.com ‐ Racks
StarTech.com ‐ Storage Products
StorageCraft Technology ‐ Software
SUPER MICRO Computer ‐ General Accessories and Telephony Swiftreach ‐ Software
Symantec ‐ Software
Symantec ‐ Software
Tableau Software ‐ Software
Tanium ‐ Software
Targus ‐ Computer Bags and Cases
Targus ‐ General Accessories and Telephony
TechSmith ‐ Software
Telerik ‐ Software
Tenable Network Security ‐ Software
Teradata ‐ Software
ThreatTrack Security ‐ Software
Thycotic ‐ Software
320

105

Toshiba ‐ Computer Accessories, Digital  Telephones
Toshiba ‐ Computers
Toshiba ‐ Storage Products
Total Micro Technologies ‐ Batteries
Total Micro Technologies ‐ General Accessories and Telephony Transcend Information ‐ Memory
Transcend Information ‐ Storage Products
Trend Micro ‐ Software
Tripp Lite ‐ Batteries
Tripp Lite ‐ Cables
Tripp Lite ‐ Computer Accessories, Digital  Telephones
Tripp Lite ‐ General Accessories and Telephony
Tripp Lite ‐ Racks
TriTech Software Systems ‐ Software
Turbonomic, Inc. ‐ Software
Tyco Electronics ‐ Displays and monitors
Tyler Technologies ‐ Software
Unitrends Software ‐ Software
Urban Factory ‐ General Accessories and Telephony
V7 ‐ General Accessories and Telephony
Vanguard Integrity Professionals ‐ Software
Varonis ‐ Software
Veeam Software ‐ Software
Veeam Software ‐ Software
Veracode ‐ Software
Verbatim ‐ Computer Accessories, Digital  Telephones
Verbatim ‐ Memory
Veritas Technologies LLC ‐ Software
ViewSonic ‐ Computer Accessories, Digital  Telephones
ViewSonic ‐ Displays and monitors
ViewSonic ‐ General Accessories and Telephony
VIZIO ‐ Displays and monitors
VMware ‐ Software
Vmware ‐ Software
WatchGuard Technologies ‐ General Accessories and Telephony Webroot Software ‐ Software
Western Digital ‐ General Accessories and Telephony
Western Digital ‐ Storage Products
Xerox ‐ Computer Accessories, Digital  Telephones
Xerox ‐ General Accessories and Telephony
Xerox ‐ Office Supplies
Xerox ‐ Printers
Zebra Technologies ‐ Batteries
Zebra Technologies ‐ Cables
Zebra Technologies ‐ Computer Accessories, Digital  Telephones Zebra Technologies ‐ Printers
Zix Corporation ‐ Software
ZOHO Corporation ‐ Software
321

106

Zonar Systems ‐ Software
Zscaler ‐ Software

322
RFP #2018011
Item # Product Product / Group
Proposed
Discount Manufacturer Name
Proposed
Discount Manufacturer Name
1) Desktops 4% SHI's Full Catalog of
Systems
%
2) Notebooks 4% SHI's Full Catalog of
Systems
%
3) Tablets 4% SHI's Full Catalog of
Systems
%
4) Servers
(1 Processor, 2 Processor, 4+ Processor,
Blade, Tower, Unix, Handhelds, etc)
4% SHI's Full Catalog of
Systems
%
5) Keyboards
4% SHI's Full Catalog of Input
Devices
%
A. Propose a national discount off list price pricing structure. These are the minimum discounts Supplier will offer to Participating Agencies.

B. Describe the catalog or index that discounts will be taken.

C. Describe any special manufacturer pricing available to Participating Agencies.

D. Describe any special large order or large customer pricing or additional discounts available to Participating Agencies.

E. Describe any products offered by Supplier that are not captured in the pricing matrix below. Describe how Supplier proposes to price those items.

If applicable, you may add additional
manufacturers/discounts
Group 2 - Input Devices
National Pricing Discount
For each item listed on the National Priceing Tab, Offerors are encouraged to provide a discount off of a verifiable price list by all manufacturers proposed. For example, Group 2, Item 5 is Keyboards. Offeror(s) may wish to propose more than one manufacturer of keyboards, such as Logitech, Fellows, Belkin, Kensington, Tripplite, etc. Offeror(s) should provide a separate discount for each manufacturer being proposed. Offeror(s) should add additional columns to the pricing page(s) in order to accommodate additional manufacturers' discounts. In addition to indicating your proposed discounts, you must also apply those discounts to the sample items in the City of Mesa Market Basket tab (below). 1) Group 1 - Systems
2)
323
6) Mice
4% SHI's Full Catalog of Input
Devices
%
7) Imaging Scanners
4% SHI's Full Catalog of Input
Devices
%
8) POS Scanners
4% SHI's Full Catalog of Input
Devices
%
9) Pointing Devices
4% SHI's Full Catalog of Input
Devices
%
10) Bar Code Readers
4% SHI's Full Catalog of Input
Devices
%
11) Audio Input
4% SHI's Full Catalog of Input
Devices
%
12) Input Adapters
4% SHI's Full Catalog of Input
Devices
%
13) PC and Network Cameras
4% SHI's Full Catalog of Input
Devices
%
14) Input Cables
4% SHI's Full Catalog of Input
Devices
%
15) Input Accessories
4% SHI's Full Catalog of Input
Devices
%
16) Displays
4% SHI's Full Catalog of
Output Devices
%
17) Printers
4% SHI's Full Catalog of
Output Devices
%
18) Inkjet Printres
4% SHI's Full Catalog of
Output Devices
%
19) Inkjet Photo Printers
4% SHI's Full Catalog of
Output Devices
%
20) Laser Printers
4% SHI's Full Catalog of
Output Devices
%
21) Label Printers
4% SHI's Full Catalog of
Output Devices
%
3)
Group 2 - Input Devices2)
Group 3 - Output Devices
324
22) Dot Matrix Printers
4% SHI's Full Catalog of
Output Devices
%
23) Multi-Function Printers
4% SHI's Full Catalog of
Output Devices
%
24) Wide Format Printers
4% SHI's Full Catalog of
Output Devices
%
25) Multi-Function Inkjet Printers
4% SHI's Full Catalog of
Output Devices
%
26) Wide Format Printers
4% SHI's Full Catalog of
Output Devices
%
27) Fax Machine Printers
4% SHI's Full Catalog of
Output Devices
%
28) Printer Accessories
4% SHI's Full Catalog of
Output Devices
%
29) Projectors
4% SHI's Full Catalog of
Output Devices
%
30) Projector Accessories
4% SHI's Full Catalog of
Output Devices
%
31) Audio Input
4% SHI's Full Catalog of
Output Devices
%
32) Video Cards
4% SHI's Full Catalog of
Output Devices
%
33) Sound Cards
4% SHI's Full Catalog of
Output Devices
%
34) Output Accessories
4% SHI's Full Catalog of
Output Devices
%
35) Printer Consumables
4% SHI's Full Catalog of
Output Devices
%
36) Desktop 4% SHI's Full Catalog of
Memory
%
37) Flash 4% SHI's Full Catalog of
Memory
%
3)
4) Group 4 - Memory
Group 3 - Output Devices
325
38) Networking 4% SHI's Full Catalog of
Memory
%
39) Notebook 4% SHI's Full Catalog of
Memory
%
40) Printer / Fax 4% SHI's Full Catalog of
Memory
%
41) Server 4% SHI's Full Catalog of
Memory
%
42) Adapters Fibre Channel
4% SHI's Full Catalog of
Storage Devices
%
43) Adapters FireWire / USB
4% SHI's Full Catalog of
Storage Devices
%
44) Adapters IDE/ATA/SATA
4% SHI's Full Catalog of
Storage Devices
%
45) Adapters RAID
4% SHI's Full Catalog of
Storage Devices
%
46) Adapters SCSI
4% SHI's Full Catalog of
Storage Devices
%
47) Bridges & Routers
4% SHI's Full Catalog of
Storage Devices
%
48) Disk Arrays 4% SHI's Full Catalog of
Storage Devices
%
49) Disk Arrays JBOD 4% SHI's Full Catalog of
Storage Devices
%
50) Drives Magneto-Optical 4% SHI's Full Catalog of
Storage Devices
%
51) Drives Removable Disks 4% SHI's Full Catalog of
Storage Devices
%
52) Fiber Channel Switches 4% SHI's Full Catalog of
Storage Devices
%
53) Hard Disks - External 4% SHI's Full Catalog of
Storage Devices
%
Group 5 - Storage Devices
4)
5)
Group 4 - Memory
326
54) Hard Disks - Fibre Channel
4% SHI's Full Catalog of
Storage Devices
%
55) Hard Disks - IDE/ATA/S
4% SHI's Full Catalog of
Storage Devices
%
56) Hard Disks - Notebook
4% SHI's Full Catalog of
Storage Devices
%
57) Hard Disks - SCSI
4% SHI's Full Catalog of
Storage Devices
%
58) Networking Accessories
4% SHI's Full Catalog of
Storage Devices
%
59) Optical Drives - CD-ROM
4% SHI's Full Catalog of
Storage Devices
%
60) Optical Drives - CD-RW
4% SHI's Full Catalog of
Storage Devices
%
61) Optical Drives - DVD-CD 4% SHI's Full Catalog of
Storage Devices
%
62) Optical Drives - DVD-RW 4% SHI's Full Catalog of
Storage Devices
%
63) Storage Accessories 4% SHI's Full Catalog of
Storage Devices
%
64) Storage - NAS 4% SHI's Full Catalog of
Storage Devices
%
65) Storage - SAN 4% SHI's Full Catalog of
Storage Devices
%
66) Tape Autoloaders -AIT 4% SHI's Full Catalog of
Storage Devices
%
67) Tape Autoloaders - DAT
4% SHI's Full Catalog of
Storage Devices
%
68) Tape Autoloaders - DLT
4% SHI's Full Catalog of
Storage Devices
%
69) Tape Autoloaders - LTO
4% SHI's Full Catalog of
Storage Devices
%
Group 5 - Storage Devices5)
327
70) Tape Drives - 4mm
4% SHI's Full Catalog of
Storage Devices
%
71) Tape Drives - 8mm/VXA
4% SHI's Full Catalog of
Storage Devices
%
72) Tape Drives - AIT
4% SHI's Full Catalog of
Storage Devices
%
73) Tape Drives - DAT
4% SHI's Full Catalog of
Storage Devices
%
74) Tape Drives - DLT 4% SHI's Full Catalog of
Storage Devices
%
75) Tape Drives - LTO/Ultrium 4% SHI's Full Catalog of Storage Devices
%
76) Tape Drives SDLT 4% SHI's Full Catalog of
Storage Devices
%
77) Tape Drives - Travan 4% SHI's Full Catalog of
Storage Devices
%
78) 10/100 Hubs & Switches 4% SHI's Full Catalog of
Network Equipment
%
79) Bridges & Routers 4% SHI's Full Catalog of
Network Equipment
%
80) Gigabit Hubs & Swtiches
4% SHI's Full Catalog of
Network Equipment
%
81) Concentrators & Multiplexers
4% SHI's Full Catalog of
Network Equipment
%
82) Hardware Firewalls
4% SHI's Full Catalog of
Network Equipment
%
83) Intrusion Detection
4% SHI's Full Catalog of
Network Equipment
%
84) KVM
4% SHI's Full Catalog of
Network Equipment
%
85) Modems
4% SHI's Full Catalog of
Network Equipment
%
Group 6 - Network Equipment6)
Group 5 - Storage Devices5)
328
86) Network Test Equipment
4% SHI's Full Catalog of
Network Equipment
%
87) Network Adapters
4% SHI's Full Catalog of
Network Equipment
%
88) Network Cables
4% SHI's Full Catalog of
Network Equipment
%
89) Network Accessories
4% SHI's Full Catalog of
Network Equipment
%
90) Repeaters & Transcievers
4% SHI's Full Catalog of
Network Equipment
%
91) Wireless LAN Accessories
4% SHI's Full Catalog of
Network Equipment
%
92) Token Authentication
4% SHI's Full Catalog of
Network Equipment
%
93) 10G Fiber Optic Transceivers
4% SHI's Full Catalog of
Network Equipment
%
94) 1G Fiber Optic Transceivers
4% SHI's Full Catalog of
Network Equipment
%
95) Licensing Packages
(e.g. Microsoft)
4% SHI's Full Catalog of
Software
%
96) Licensing Backup
4% SHI's Full Catalog of
Software
%
97) Licensing Barcode/OC
4% SHI's Full Catalog of
Software
%
98) Licensing Business Application
4% SHI's Full Catalog of
Software
%
99) Licensing CAD/CAM
4% SHI's Full Catalog of
Software
%
100) Licensing - Cloning
4% SHI's Full Catalog of
Software
%
101) Licensing - Computer Services
4% SHI's Full Catalog of
Software
%
Group 6 - Network Equipment6)
Group 7 - Software7)
329
102) Licensince - Database
4% SHI's Full Catalog of
Software
%
103) Licensing - Development
4% SHI's Full Catalog of
Software
%
104) Licensing - Entertainment
4% SHI's Full Catalog of
Software
%
105) Licensing - Financial
4% SHI's Full Catalog of
Software
%
106) Licensing - Flow Chart
4% SHI's Full Catalog of
Software
%
107) Licensing - Graphic Design
4% SHI's Full Catalog of
Software
%
108) Licensing - Handheld
4% SHI's Full Catalog of
Software
%
109) Licensing - Network OS
4% SHI's Full Catalog of
Software
%
110) Licensing - OS
4% SHI's Full Catalog of
Software
%
111) Licensing - Personal Organization
4% SHI's Full Catalog of
Software
%
112) Licensing - Presentation
4% SHI's Full Catalog of
Software
%
113) Licensing - Reference
4% SHI's Full Catalog of
Software
%
114) Licensing - Report Analysis
4% SHI's Full Catalog of
Software
%
115) Licensing - Spreadhseet
4% SHI's Full Catalog of
Software
%
116) Licensing - Utilities
4% SHI's Full Catalog of
Software
%
117) Licensing - Warranties
4% SHI's Full Catalog of
Software
%
Group 7 - Software7)
330
118) Licensing - Web Development
4% SHI's Full Catalog of
Software
%
119) Licensing - Word Processing
4% SHI's Full Catalog of
Software
%
120) Software - Backup
4% SHI's Full Catalog of
Software
%
121) Software - Barcode / OCR
4% SHI's Full Catalog of
Software
%
122) Software - Business Application
4% SHI's Full Catalog of
Software
%
123) Software - CAD/CAM
4% SHI's Full Catalog of
Software
%
124) Software - Cloning
4% SHI's Full Catalog of
Software
%
125) Software - Computer Services
4% SHI's Full Catalog of
Software
%
126) Software - Database
4% SHI's Full Catalog of
Software
%
127) Software - Development
4% SHI's Full Catalog of
Software
%
128) Software - Entertainment
4% SHI's Full Catalog of
Software
%
129) Software - Financial
4% SHI's Full Catalog of
Software
%
130) Software - Flow Chart
4% SHI's Full Catalog of
Software
%
131) Software - Graphic Design
4% SHI's Full Catalog of
Software
%
132) Software - Handheld
4% SHI's Full Catalog of
Software
%
133) Software - OS
4% SHI's Full Catalog of
Software
%
Group 7 - Software7)
331
134) Software - Personal Organization
4% SHI's Full Catalog of
Software
%
135) Software - Presentation
4% SHI's Full Catalog of
Software
%
136) Software - Reference
4% SHI's Full Catalog of
Software
%
137) Software - Report Analysis
4% SHI's Full Catalog of
Software
%
138) Software - Spreadsheet
4% SHI's Full Catalog of
Software
%
139) Software - Utilities
4% SHI's Full Catalog of
Software
%
140) Software - Warranties
4% SHI's Full Catalog of
Software
%
141) Software - Web Development
4% SHI's Full Catalog of
Software
%
142) Software - Word Processing
4% SHI's Full Catalog of
Software
%
143) Media - 4mm tape
4% SHI's Full Catalog of
Media Supplies
%
144) Media - AIT tape
4% SHI's Full Catalog of
Media Supplies
%
145) Media - DAT tape
4% SHI's Full Catalog of
Media Supplies
%
146) Media - DLT tape
4% SHI's Full Catalog of
Media Supplies
%
147) Media LTO / Ultrium tape drive
4% SHI's Full Catalog of
Media Supplies
%
148) Media - Magneto - Optical
4% SHI's Full Catalog of
Media Supplies
%
149) Media - Optical
4% SHI's Full Catalog of
Media Supplies
%
Group 7 - Software
Group 8 - Media Supplies8)
7)
332
150) Media - SLR tape
4% SHI's Full Catalog of
Media Supplies
%
151) Media - Travan tape
4% SHI's Full Catalog of
Media Supplies
%
152) Media - VXA tape
4% SHI's Full Catalog of
Media Supplies
%
153) Media - zip
4% SHI's Full Catalog of
Media Supplies
%
154) IP phones
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
155) Video conferencing products
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
156) Voice gateways / servers
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
157) Headsets
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
158) Audo conferencing products
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
159) Analog phones
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
160) Accessories
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
161) Advanced Integration
4% SHI's Full Catalog of
Other
%
162) Asset Disposal
4% SHI's Full Catalog of
Other
%
Group 9 - Collaboration & IP
Telephony9)
Group 8 - Media Supplies8)
Group 10 - Other10)
333
163) Asset Management
4% SHI's Full Catalog of
Other
%
164) Cables
4% SHI's Full Catalog of
Other
%
165) Cables - custom
4% SHI's Full Catalog of
Other
%
166) Cables - printer
4% SHI's Full Catalog of
Other
%
167) Complex warranties
4% SHI's Full Catalog of
Other
%
168) Desktop Accessories
4% SHI's Full Catalog of
Other
%
169) Display Accessories
4% SHI's Full Catalog of
Other
%
170) Electronic Services
4% SHI's Full Catalog of
Other
%
171) Handheld Accessories
4% SHI's Full Catalog of
Other
%
172) Imaging Accessories
4% SHI's Full Catalog of
Other
%
173) Imaging - Camcorders
4% SHI's Full Catalog of
Other
%
174) Imaging - Digital Cameras
4% SHI's Full Catalog of
Other
%
175) Intrenal Lab Service
4% SHI's Full Catalog of
Other
%
176) Lab fees
4% SHI's Full Catalog of
Other
%
177) Managed Services
4% SHI's Full Catalog of
Other
%
178) Miscellaneous solutions
4% SHI's Full Catalog of
Other
%
Group 10 - Other10)
334
179) Mounting hardware for vehicles
4% SHI's Full Catalog of
Other
%
180) Networking Warranties
4% SHI's Full Catalog of
Other
%
181) Notebook Accessories
4% SHI's Full Catalog of
Other
%
182) Notebook Batteries
4% SHI's Full Catalog of
Other
%
183) PC Lab order services
4% SHI's Full Catalog of
Other
%
184) POS Accessories
4% SHI's Full Catalog of
Other
%
185) POS Displays
4% SHI's Full Catalog of
Other
%
186) Power Accessories
4% SHI's Full Catalog of
Other
%
187) Power Surge Protection
4% SHI's Full Catalog of
Other
%
188) Power UPS
4% SHI's Full Catalog of
Other
%
189) Server Accessories
4% SHI's Full Catalog of
Other
%
190) Service Charge
4% SHI's Full Catalog of
Other
%
191) System Components
4% SHI's Full Catalog of
Other
%
192) Training Courses
4% SHI's Full Catalog of
Other
%
193) Training Reference Manuals
4% SHI's Full Catalog of
Other
%
194) Warranties - Electronic
4% SHI's Full Catalog of
Other
%
Group 10 - Other10)
335
195) iPAD / Tablet Stylus
4% SHI's Full Catalog of
Other
%
196) Mouse / Wrist Pads
4% SHI's Full Catalog of
Other
%
197) Security Locks and Hardware
4% SHI's Full Catalog of
Other
%
198) Tools
4% SHI's Full Catalog of
Other
%
199) Document Scanner Accessories
4% SHI's Full Catalog of
Other
%
200) Flatbed Scanners
4% SHI's Full Catalog of
Other
%
201) Mobile Scanners
4% SHI's Full Catalog of
Other
%
202) Network Scanners
4% SHI's Full Catalog of
Other
%
203) Sheetfed Scanners
4% SHI's Full Catalog of
Other
%
204) Wide Format Scanners
4% SHI's Full Catalog of
Other
%
205) Workgroup / Department Scanner
4% SHI's Full Catalog of
Other
%
206) Build to Order Desktops
4% SHI's Full Catalog of
Other
%
207) Nettop
4% SHI's Full Catalog of
Other
%
208) Point of Sale
4% SHI's Full Catalog of
Other
%
209) Ultra Small Form Factor
4% SHI's Full Catalog of
Other
%
210) Apple / Mac Memory Upgrades
4% SHI's Full Catalog of
Other
%
Group 10 - Other10)
336
211) Chips / SIMMs/SIPPs / ROMs
4% SHI's Full Catalog of
Other
%
212) Computer Cases
4% SHI's Full Catalog of
Other
%
213) CPUs / Fans
4% SHI's Full Catalog of
Other
%
214) Membory Accessories
4% SHI's Full Catalog of
Other
%
215) Motherboards / Chassis
4% SHI's Full Catalog of
Other
%
216) 1 - 2 port Serial Boards
4% SHI's Full Catalog of
Other
%
217) 3+ port Serial Boards
4% SHI's Full Catalog of
Other
%
218) Console Server
4% SHI's Full Catalog of
Other
%
219) Device Server
4% SHI's Full Catalog of
Other
%
220) Terminal Server
4% SHI's Full Catalog of
Other
%
221) Content Management
4% SHI's Full Catalog of
Other
%
222) Firewall / VPN Applicances
4% SHI's Full Catalog of
Other
%
223) Multifunction Security Appliances
4% SHI's Full Catalog of
Other
%
224) Network Camera Accessories
4% SHI's Full Catalog of
Other
%
225) Network Cameras
4% SHI's Full Catalog of
Other
%
226) Physical/Environmental Security
4% SHI's Full Catalog of
Other
%
Group 10 - Other10)
337
227) Security Applicance Accessories
4% SHI's Full Catalog of
Other
%
228) Security Tokens
4% SHI's Full Catalog of
Other
%
229) Unified Threat Management
4% SHI's Full Catalog of
Other
%
230) 2-way Radios / Walkie Talkies
4% SHI's Full Catalog of
Other
%
231) Apple Notebooks
4% SHI's Full Catalog of
Other
%
232) Convertible PCs / Slate PCs / iPAD
4% SHI's Full Catalog of
Other
%
233) iPAD
4% SHI's Full Catalog of
Other
%
234) Slate Tablet Computers
4% SHI's Full Catalog of
Other
%
235) GPS / PDA
4% SHI's Full Catalog of
Other
%
236) Wireless Communication Devices
4% SHI's Full Catalog of
Other
%
237) Batteries
4% SHI's Full Catalog of
Other
%
238) Power Supplies / Adapters
4% SHI's Full Catalog of
Other
%
239) Rackmountain Equipment
4% SHI's Full Catalog of
Other
%
240) Remote Power Management
4% SHI's Full Catalog of
Other
%
241) Surge Suppressors
4% SHI's Full Catalog of
Other
%
242) UPS / Battery Backup
4% SHI's Full Catalog of
Other
%
Group 10 - Other10)
338
243) 14" & smaller LCD Display
4% SHI's Full Catalog of
Other
%
244) 15-19" LCD Display
4% SHI's Full Catalog of
Other
%
245) 15-19" Wide LCD Display
4% SHI's Full Catalog of
Other
%
246) 15-19" Wide LED Display
4% SHI's Full Catalog of
Other
%
247) 20-30" LCD Display
4% SHI's Full Catalog of
Other
%
248) 20-30" Wide LCD Display
4% SHI's Full Catalog of
Other
%
249) 20-30" Wide LED Display
4% SHI's Full Catalog of
Other
%
250) PCoIP and Zero Client Displays
4% SHI's Full Catalog of
Other
%
251) Arm Mounts
4% SHI's Full Catalog of
Other
%
252) Ceiling Mounts
4% SHI's Full Catalog of
Other
%
253) Combo Mounts
4% SHI's Full Catalog of
Other
%
254) Desktop Stands / Risers
4% SHI's Full Catalog of
Other
%
255) Flat Wlal Mounts
4% SHI's Full Catalog of
Other
%
256) Mount Accessories
4% SHI's Full Catalog of
Other
%
257) Pole Display
4% SHI's Full Catalog of
Other
%
258) Stands / Carts / Feet
4% SHI's Full Catalog of
Other
%
Group 10 - Other10)
339
259) Tilt Wall Mounts
4% SHI's Full Catalog of
Other
%
260) C-Cure Products
4% SHI's Full Catalog of
Other
%
261) Istar Products
4% SHI's Full Catalog of
Other
%

SERVICE

STANDARD
HOURLY
RATE

DISCOUNT FROM

STANDARD RATE
Design and Analysis 125.00$ 4%
Configuration 165.00$ 4%
Implementation 185.00$ 4%
Installation 185.00$ 4%
Training 99.00$ 4%
Maintenance & Support 99.00$ 4%
Additional Services Offered (please
list any additional services offered and
applicable discount / fees on a separate
page and attach) %
Respondents please add
Respondents please add
Respondents please add
Respondents please add
Respondents please add
Respondents please add
Respondents please add
SHI will work with local partners when possible to insure the City is getting the best value. Prices for Services will vary depending on the local partners. The rates below
are an average.
12)
Group 12 - Additional
Products/Services Not
Identified
Group 11 - Services11)
Group 10 - Other10)
340
All discounts articulated here represent the minimum discounts off SHI Advertised List Price; actual discounts may be significantly higher.

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.

If awarded, 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.
341
All discounts articulated here represent the minimum discounts off SHI Advertised List Price; actual discounts may be significantly higher.

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.

If awarded, 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.
342
Item Description Item Number Unit of Measure
% Off Catalog
Discount (As
identifed on
National Pricing
Tab)
MSRP Price
Extended Price
(MSRP - % Off
Catalog)
HP EliteBook x360 1030 G2 (Energy Star) 1BS95UT#ABA EA 4.00% $ 1,339.00 $ 1,285.44

10.5-inch Apple iPad Pro Wi-Fi + Cellular 64GB -
Space Gray MQEY2LL/A EA 4.00% $ 825.00 $ 792.00 Dell OptiPlex 7050 Small Form Factor S028O7050SFFUSR 83F9F EA 4.00% $1,055.45 $ 1,013.23 Dell Latitude 5480 Laptop S022L548014USR 4C99R EA 4.00% $1,143.91 $ 1,098.16 Samsung Galaxy Tab E - Tablet - Android 6.0
(Marshmallow) - 16GB - 8" - 4G SM-T377VZKAVZW EA 4.00% $ 210.00 $ 201.60 Logitech MX800 Wireless Keyboard & Mouse 920-006237 EA 4.00% $ 141.00 $ 135.36 Microsoft Designer Bluetooth Desktop Keyboard and
Mouse set 7N9-00001 EA 4.00% $ 83.00 $ 79.68 Microsoft Wireless Comfort Desktop 5050 Keyboard
and Mouse set PP4-00001 EA 4.00% $ 58.00 $ 55.68 Logitech MK120 USB Wired Keyboard/Mouse set 920-002565 EA 4.00% $ 14.00 $ 13.44 Kensington Pro Fit Keyboard and Mouse set K72324US EA 4.00% $ 32.00 $ 30.72 HP 27ER 27 Inch Display T3M88AA#ABA EA 4.00% $241.63 $ 231.96 HP DesignJet T830 36-in Multifunction Printer F9A30A#B1K EA 4.00% $ 6,907.00 $ 6,630.72 Dell UltraSharp 27" 4K Monitor U2718Q EA 4.00% $ 643.00 $ 617.28 InFocus IN1116 - DLP Projector - Portable - 3D IN1116 EA 4.00% $ 887.00 $ 851.52 PNY NVIDIA NVS 810 Graphics Card - 2GPU's -
NVS 810 - 4GB VCNVS810DVI-PB EA 4.00% $ 704.00 $ 675.84 Kingston DDR4-32 GB- DIMM 288-pin KTH-PL424/32G EA 4.00% $ 410.00 $ 393.60 Cisco DDR4-32 GB- DIMM 288-pin UCS-MR-1X322RV-A EA 4.00% $710.48 $ 682.06 Cisco DDR3L-32 GB- LRDIMM 240-pin UCS-ML-1X324RY-A EA 4.00% $821.34 $ 788.49 Kingston DDR3-64 GB- DIMM 240-pin KVR16R11D4K4/64
CT64G4LFQ424A EA 4.00% $978.90 $ 939.75
Proline - DDR - 1GB - DIMM 184-pin ASA5510-MEM-1GBCDW EA 4.00% $ 237.51 $ 228.01 Western Digital Red 6 TB internal HD WD60EFRX EA 4.00% $ 261.00 $ 250.56 343
Seagate Video 3.5 HDD ST4000VM000 4TB ST40000VM000
ST4000VX007 EA 4.00% $134.30 $ 128.93
Dell PowerVault RD1000 RDX USB external RD1000 EA 4.00% $ 162.00 $ 155.52 Samsung 850 EVO 250 GB Internal SSD MZ-75E250B/AM EA 4.00% $ 113.00 $ 108.48 SanDisk Cruzer Blade - USB flash drive 8 GB SDCZ50-008G-B35 EA 4.00% $ 6.00 $ 5.76 Cisco Nexus 7000 Series - Switch - Rack Mountable -
With Fan Tray N7K-C7010= EA 4.00% $ 17,700.00 $ 16,992.00 Extreme Networks C-Series C5 C5G124-24P2
Switch 24 ports Managed C5G124-24P2 EA 4.00% $4,895.06 $ 4,699.26 Juniper EX4200 24F - Switch - Managed EX4200-24F-TAA EA 4.00% $10,758.00 $ 10,327.68 Ruckus ZoneFlex R600 - Wireless Access Point 901-R600-US00 EA 4.00% $ 811.00 $ 778.56 Juniper EX 2200 24P switch managed EX2200-24P-4G EA 4.00% $ 1,433.00 $ 1,375.68 Adobe Acrobat Pro 2017 - License - 1User 65280374AF01A00 EA 4.00% $407.97 $ 391.65 Adobe Acrobat Standard 2017 - License - 1 User 65280416AD01A00 EA 4.00% $ 310.00 $ 297.60 Microsoft Project Professional 2016 - Box Pack -
1PC H30-05451 EA 4.00% $ 1,021.00 $ 980.16 Microsoft Windows 10 Pro License 1User FQC-08930 EA 4.00% $ 157.00 $ 150.72 Nuance Dragon Naturally Speaking Premium Box
Pack Version (13) 1User K609A-G00-13.0 EA 4.00% $ 195.00 $ 187.20 Verbatim DataLifePlus DVD-R Media 50 Pack 95078 PK 4.00% $ 19.00 $ 18.24 Memorex DVD+R x 25 Storage media 05618 05638 PK 4.00% $18.10 $ 17.38 Kingston Data Traveler SE9 G2 16GB USB 3.0 DTSE9G2/16GB EA 4.00% $ 15.00 $ 14.40 Apricorn Aegis Secure Key 3.0 - USB Flash Drive -
120GB ASK3-120GB EA 4.00% $ 236.00 $ 226.56 Optical Quantum White Inkjet Hub Printable BD-R OQBDRDL06WIPH-25 EA 4.00% $72.36 $ 69.47 OpenScape Desk Phone IP 55G SIPL30250-F600-C281 EA 4.00% $528.50 $ 507.36 MediaTrix C711 8 FXS Gateway C711-01-MX-D2000-K-000 EA 4.00% $371.20 $ 356.35 Avaya Business Series Terminal T7208 - Digital
Phone NT8B26AAMAE6 EA 4.00% #N/A #N/A
APC1500VA SMT1500 EA 4.00% $ 524.00 $ 503.04 APC Smart-UPS X 3000VA Rack UPS SMX3000RMLV2U EA 4.00% $ 1,547.00 $ 1,485.12 AirMagnet Survey Pro/Planner and Spectrum XT
Bundle - License and Media (1 license) AM/A1580 EA 4.00% $ 5,610.00 $ 5,385.60 344
Total Price $ 62,157.82
DELIVERY: See Specifications and/or Mesa Standard Terms and Conditions.

Vendor Name __SHI International Corp___
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Cisco End User License Agreement

1. Scope and Applicability

1.1 This End User License Agreement (“ EULA”) between You and Cisco covers Your use of the Software and Cloud Services (“Cisco Technology”). This document also incorporates any Product Specific Terms that may apply to specific Cisco Technology. Definitions of capitalized terms are in Section 13 (Definitions).

1.2 You agree to be bound by this EULA through:
(a) Your download, installation, or use of the Cisco Technology; or (b) Your express agreement to this EULA.

1.3 If You do not have authority to enter into this EULA or You do not agree with its terms, do not use the Cisco Technology. You may request a refund for the Software within 30 days of Your initial purchase provided You return the Soft ware to the Approved Source and disable or uninstall it. This paragraph does not apply where You have expressly agreed to end user license terms with Cisco as part of a transaction with an Approved Source.

2. Using Cisco Technology

2.1 License and Right to Use . Cisco grants You a non -exclusive, non-transferable (except regarding Software, as permitted under the Cisco Software Transfer and Re-Use Policy):
(a) license to use the Software; and
(b) right to use the Cloud Services
both as acquired from an Approved Source, for Your direct benefit during the Usage Term and as set out in Your Entitlement and this EULA (collectively, the “Usage Rights”).

2.2 Use by Third Parties. You may permit Authorized Third Parties to exercise the Usage Rights on Your behalf, provided that You are responsible for:
(a) ensuring that such Authorized Third Parties comply with this EULA; and (b) any breach of this EULA by such Authorized Third Parties.

2.3 Beta and Trial Use. If Cisco grants You Usage Rights in Cisco Technology on a trial, evaluation, beta or other free-of-charge basis (“Evaluation Software and Services”):
(a) You may only use the Evaluation Software and Services on a temporary basis for the period limited by the license key or specified by Cisco in writing. If there is no period identified, such use is limited to 30 days after the Evaluation Software and Services are made available to You; (b) If You fail to stop using and/or return the Evaluation Software and Services or the equipment on which it is authorized for use by the end of the trial period, You may be invoiced for its list price and agree to pay such invoice;
(c) Cisco, in its discretion, may stop providing the Evaluation Software and Services at any time, at which point You will no longer have access to any related data, information, and files and must immediately cease using the Cisco Technology; and
(d) The Evaluation Software and Services may not have been subject to Cisco’s usual testing and quality assurance processes and may contain bugs, errors, or other issues. Unless agreed in writing by Cisco, You will not put Evaluation Software and Services into production use. Cisco provides Evaluation Software and Services “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and Cisco has no liability relating to Your use of the Evaluation Software and Services.

2.4 Upgrades or Additional Copies of Software. You may only use Upgrades or additional copies of the Software beyond Your license Entitlement if You have:
(a) acquired such rights under a support agreement covering the Software; or 347
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(b) purchased the right to use Upgrades or additional copies separately.

2.5 Interoperability of Software. If required by law and upon Your request, Cisco will provide You with the information needed to achieve interoperability between the Software and another independently created program, provided You agree to any additional terms reasonably required by Cisco. You will treat such information as Confidential Information.

2.6 Subscription Renewal. Usage Rights in Cisco Technology acquired on a subscription basis will automatically renew for the renewal period indicated on the order You or Your Cisco Partner placed with Cisco (“Renewal Term”) unless:
(a) You notify Your Approved Source in writing at least 45 days before the end of Your then -current Usage Term of Your intention not to renew; or
(b) You or Your Cisco Partner elect not to auto-renew at the time of the initial order placed with Cisco.

Your Approved Source will notify You reasonably in advance of any Renewal Term if there are fee changes.

The new fees will apply for the upcoming Renewal Term unless You or Your Cisco Partner promptly notify Cisco in writing, before the renewal date, that You do not accept the fee changes. In that case, Your subscription will terminate at the end of the current Usage Term.

3. Additional Conditions of Use

3.1 Cisco Technology Generally. Unless expressly agreed by Cisco, You may not:
(a) transfer, sell, sublicense, monetize or make the functionality of any Cisco Technology available to any third party;
(b) use the Software on second hand or refurbished Cisco equipment not authorized by Cisco, or use Software licensed for a specific device on a different device (except as permitted under Cisco’s Software License Portability Policy);
(c) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks;
(d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of the Cisco Technology; or
(e) use Cisco Content other than as part of Your permitted use of the Cisco Technology.

3.2 Cloud Services. You will not intentionally:
(a) interfere with other customers’ access to, or use of, the Cloud Service, or with its security; (b) facilitate the attack or disruption of the Cloud Service, including a denial -of-service attack, unauthorized access, penetration testing, crawling or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware and cancelbots); (c) cause an unusual spike or increase in Your use of the Cloud Service that negatively affects operation of the Cloud Service; or
(d) submit any information that is not contemplated in the applicable Documentation.

3.3 Evolving Cisco Technology
(a) Changes to Cloud Services. Cisco may:
(1) enhance or refine a Cloud Service, although in doing so, Cisco will not materially reduce the core functionality of that Cloud Service, except as contemplated in Section 3.3(b) (End of Life); and
(2) perform scheduled maintenance of the infrastructure and software used to provide a Cloud Service, during which You may experience some disruption to that Cloud Service. Whenever reasonably practicable, Cisco will provide You with advance notice of such maintenance. You acknowledge that occasionally, Cisco may need to perform emergency maintenance without providing You advance notice, during which Cisco may temporarily suspend Your access to, and use of, the Cloud Service.
(b) End of Life
(1) Cisco may e nd the life of Cisco Technology, including component functionality (“ EOL”), by providing written notice on Cisco.com. If You or Your Cisco Partner prepaid a fee for Your use of Cisco Technology that becomes EOL before the expiration of Your then -current Usage Term, Cisco will use commercially reasonable efforts to transition You to a substantially similar Cisco Technology. If Cisco does not have substantially similar Cisco Technology, then 348
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Cisco will credit You or Your Cisco Partner any unused portion of the prepaid fee for the Cisco Technology declared EOL (“EOL Credit”).
(2) The EOL Credit will be calculated from the last date the applicable Cisco Technology is available to the last date of the applicable Usage Term. Such credit can be applied towards the future purchase of Cisco products.

3.4 Protecting Account Access. You will keep all account information up to date, use reason able means to protect Your account information, passwords and other login credentials, and promptly notify Cisco of any known or suspected unauthorized use of or access to Your account.

3.5 Use with Third Party Products. If You use the Cisco Technology with t hird party products, such use is at Your risk. You are responsible for complying with any third -party provider terms, including its privacy policy. Cisco does not provide support or guarantee ongoing integration support for products that are not a native part of the Cisco Technology.

3.6 Open Source Software. Open source software not owned by Cisco is subject to separate license terms set out at www.cisco.com/go/opensource. Cisco’s use of open source code in Cisco Technology will not:
(a) materially or adversely affect Your ability to exercise Usage Rights in that Cisco Technology; or (b) cause Your software to be come subject to an open source license, provided You only use Cisco Technology in accordance with Documentation and in object code form.

4. Fees
To the extent permitted by law, orders for the Cisco Technology are non -cancellable. Fees for Your use of Cisco Technology are set out in Your purchase terms with Your Approved Source . If You use Cisco Technology beyond Your Entitlement (“Overage”), the Approved Source may invoice You, and You agree to pay, for such Overage.

5. Confidential Information and Use of Data

5.1 Confidentiality
(a) Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates and contractors who have a need to know (“Permitted Recipients”).
(b) Recipient:
(1) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this EULA; and (2) is liable for any breach of this Section by its Permitted Recipients. (c) Such nondisclosure obligations will not apply to information which:
(1) is known by Recipient without confidentiality obligations; (2) is or has become public knowledge through no fault of Recipient; or (3) is independently developed by Recipient.
(d) Recipient may disclose Discloser’s Confidential Information if required under a regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser.
(e) Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same.

5.2 How We Use Data.

Cisco will access, process and use data in connection with Your use of the Cisco Technology in accordance with applicable privacy and data protection laws. Cisco’s Customer Master Data Protection Agreement (“Customer MDPA”) which is available at this link (or terms executed between You and Cisco governing the same scope) is incorporated by reference and solely applies to Your personal data as defined in the MDPA processed by Cisco on Your behalf when using the Cisco Technology. For further detail, please visit Cisco’s Security and Trust Center.

5.3 Notice and Consent. To the extent Your use of the Cisco Technology requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the Cisco Technology. 349
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6. Ownership

6.1 Unless agreed in writing, nothing in this EULA transfers ownership in, or grants any license to, any intellectual property rights. You retain any ownership of Your content and Cisco retains ownership of the Cisco Technology and Cisco Content.

6.2 Cisco may use any feedback You provide in connection with Your use of the Cisco Technology as part of its business operations.

7. Indemnification

7.1 Claims. Cisco will defend any third party claim against You that Your valid use of Cisco Technology under Your Entitlement infringes a third party's patent, copyright or registered trademark (the “IP Claim”). Cisco will indemnify You against the final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, provided that You:
(a) promptly notify Cisco in writing of the IP Claim;
(b) fully cooperate with Cisco in the defense of the IP Claim; and (c) grant Cisco the right to exclusively control the defense and settlement of the IP Claim, and any subsequent appeal.

Cisco will have no obligation to reimburse You for attorney fees and costs incurred prior to Cisco's receipt of notification of the IP Claim. You, at Your own expense, may retain Your own legal representation.

7.2 Additional Remedies. If an IP Claim is made and prevents Your exercise of the Usage Rights, Cisco will either procure for You the right to continue using the Cisco Technology, or replace or modify the Cisco Technology with functionality that is at least equivalent. Only if Cisco determines that these alternatives are not reasonably available, Cisco may terminate Your Usage Rights granted under this EULA upon written notice to You and will refund You a prorated portion of the fee You paid for the Cisco Technology for the remainder of the unexpired Usage Term.

7.3 Exclusions. Cisco has no obligation regarding any IP Claim based on:
(a) compliance with any designs, specifications, or requirements You provide or a third party provides; (b) Your modification of any Cisco Technology or modification by a third party; (c) the amount or duration of use made of the Cisco Technology, revenue You e arned, or services You offered;
(d) combination, operation, or use of the Cisco Technology with non -Cisco products, software or business processes;
(e) Your failure to modify or replace the Cisco Technology as required by Cisco; or (f) any Cisco Technology provided on a no charge, beta or evaluation basis.

7.4 This Section 7 states Cisco’s entire obligation and Your exclusive remedy regarding any IP Claim against You.

8. Warranties and Representations

8.1 Performance. Cisco warrants that:
(a) for 90 days from the Delivery Date or longer as stated in Documentation, or on www.cisco.com/go/warranty, the Software substantially complies with the Documentation; and (b) during the Usage Term, it provides the Cloud Services with commercially reasonable skill and care in accordance with the Documentation and Product Specific Terms.

8.2 Malicious Code. Cisco will use commercially reasonable efforts to deliver Cisco Technology free of Malicious Code.

8.3 Qualifications
(a) Sections 8.1 and 8.2 do not apply if the Cisco Technology or the equipment on which it is authorized for use:
(1) has been altered, except by Cisco or its authorized representative; (2) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this EULA or Cisco’s instructions; (3) is acquired on a no charge, beta or evaluation basis; (4) is not a Cisco-branded product or service; or
(5) has not been provided by an Approved Source.
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(b) Upon Your prompt written notification to the Approved Source during the warranty period of Cisco’s breach of this Section 8, Your sole and exclusive remedy (unless otherwise required by law) is, at Cisco’s option, either:
(1) repair or replacement of the applicable Cisco Technology; or (2) a refund of either:
(A) the license fees paid for the non-conforming Software; or (B) the fees paid for the period in which the Cloud Service did not comply, excluding any amounts paid or owed under an applicable service level agreement/objective. (c) Where Cisco provides a refund of license fees for Software, You must return or destroy all copies of the applicable Software.
(d) Except as set out in this Section and to the extent permitted by law, Cisco expressly disclaims all warranties and conditions of any kind, express or implied, including without limitation any warranty, condition or other implied term as to merchantability, fitness for a pa rticular purpose or non-infringement, or that the Cisco Technology will be secure, uninterrupted or error-free. (e) If You are a consumer, You may have legal rights in Your country of residence that prohibit the limitations set out in this Section from applyin g to You, and, to the extent prohibited, they will not apply.

9. Liability

9.1 Neither party will be liable for indirect, incidental, exemplary, special or consequential damages; loss or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings.

9.2 The maximum aggregate liability of each party under this EULA is limited to:
(a) for claims solely arising from Software licensed on a perpetual basis, the fees received by Cisco for that Software; or
(b) for all other claims, the fees received by Cisco for the applicable Cisco Technology and attributable to the 12 month period immediately preceding the first event giving rise to such liability.

9.3 Sections 9.1 and 9.2 do not apply to liability arising from:
(a) Your failure to pay all amounts due; or
(b) Your breach of Sections 2.1 (License and Right to Use), 3.1 (Cisco Technology Generally), 3.2 (Cloud Services) or 12.8 (Export).

9.4 This limitation of liability applies whether the claims are in warranty, contract, tort (including negligence), infringement, or otherwise, even if either party has been advised of the possibil ity of such damages.

Nothing in this EULA limits or excludes any liability that cannot be limited or excluded under applicable law.

This limitation of liability is cumulative and not per incident.

10. Termination and Suspension

10.1 Suspension. Cisco may immediate ly suspend Your Usage Rights if You breach Sections 2.1 (License and Right to Use), 3.1 (Cisco Technology Generally), 3.2 (Cloud Services), 5.1 (Confidentiality) or 12.8 (Export).

10.2 Termination
(a) If a party materially breaches this EULA and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this EULA for cause. (b) Cisco may immediately terminate this EULA if You breach Sections 2.1 (License and Right to Use), 3.1 (Cisco Technology Generally), 3.2 (Cloud Services) or 12.8 (Export). (c) Upon termination of the EULA, You must stop using the Cisco Technology and destroy any copies of Software and Confidential Information within Your control. (d) If this EULA is terminated due to Cisco’s material breach, Cisco will refund You or Your Approved Source, the prorated portion of fe es You have prepaid for the Usage Rights beyond the date of termination.
(e) Upon Cisco’s termination of this EULA for Your material breach, You will pay Cisco or the Approved Source any unpaid fees through to the end of the then -current Usage Term. If You con tinue to use or access any Cisco Technology after termination, Cisco or the Approved Source may invoice You, and You agree to pay, for such continued use.
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11. Verification

11.1 During the Usage Term and for a period of 12 months after its expiry or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the Cisco Technology sufficient to verify compliance with this EULA (“ Verification Records ”). Upon reasonable advance notice, and no more than once per 12 month period, Yo u will, within 30 days from Cisco’s notice, allow Cisco and its auditors access to the Verification Records and any applicable books, systems (including Cisco product(s) or other equipment), and accounts during Your normal business hours.

11.2 If the verification process discloses underpayment of fees:
(a) You will pay such fees; and
(b) You will also pay the reasonable cost of the audit if the fees owed to Cisco as a result exceed the amounts You paid for Your Usage Rights by more than 5%.

12. General Provisions

12.1 Survival. Sections 3 (Additional Conditions of Use), 4 (Fees), 5 (Confidential Information and Use of Data), 6 (Ownership), 8 (Warranties and Representations) , 9 (Liability), 10 (Termination and Suspension) , 11 (Verification) and 12 (General Provisions) survive termination or expiration of this EULA.

12.2 Third Party Beneficiaries. This EULA does not grant any right or cause of action to any third party.

12.3 Assignment and Subcontracting.
(a) Except as set out below, neither party may assign or novate this EULA in whole or in part without the other party’s express written consent.
(b) Cisco may:
(1) by written notice to You, assign or novate this EULA in whole or in part to an Affiliate of Cisco, or otherwise as part of a sale or transfer of any part of its business; or (2) subcontract any performance associated with the Cisco Technology to third parties, provided that such subcontract does not relieve Cisco of any of its obligations under this EULA.

12.4 US Government End Users. The Software, Cloud Services and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to FAR

12.212 and DFARS 227.7202. All US Government end users acquire the Software, Cloud Services and Documentation with only those rights set forth in this EULA. Any provisions that are inconsistent with federal procurement regulations are not enforceable against the US Government.

12.5 Cisco Partner Transactions. If You purchase Cisco Technology from a Cisco Partner, the terms of this EULA apply to Your use of that Cisco Technology and prevail over any inconsistent provisions in Your agreement with the Cisco Partner.

12.6 Modifications to the EULA. Cisco may change this EULA or any of its components by updating this EULA on Cisco.com. Changes to the EULA apply to any Entitlements acquired or renewed after the date of modification.

12.7 Compliance with Laws
(a) General. Each party wil l comply with all laws and regulations applicable to their respective obligations under this EULA. Cisco may restrict the availability of Cisco Technology in any particular location or modify or discontinue features to comply with applicable laws and regulations. (b) Data collection and transfer. If You use the Cisco Technology in a location with local laws requiring a designated entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction (e.g. Russia and China), You acknowledge that You are the entity responsible for complying with such laws.

12.8 Export. Cisco’s Software, Cloud Services, products, technology and services (collectively the “ Cisco Products”) are subject to U.S. and local export contro l and sanctions laws. You acknowledge and agree to the applicability of and Your compliance with those laws, and You will not receive, use, transfer, export or re-export any Cisco Products in a way that would cause Cisco to violate those laws. You also agree to obtain any required licenses or authorizations.

12.9 Governing Law and Venue. This EULA, and any disputes arising from it, will be governed exclusively by the governing law below, based on Your primary place of business and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts and venues set out below will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the EULA or its formation, interpretation or enforcement. Each party consents and submits to the exclusive jurisdiction of 352
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such courts. Regardless of the below governing law, either party may seek interim injunctive relief in any court of appropriate jurisdiction regarding any alleged breach of Cisco’s intellectual property or proprietary rights.

Your Primary Place of Business Governing Law

Jurisdiction and Venue
United States, Latin America or the
Caribbean, or a ny other location
not specified below.

State of California, United
States

Superior Court of California, County of
Santa Clara and Federal Courts of the
Northern District of California
Africa England

English Courts
Asia* England

English Courts
Australia State of New South
Wales, Australia
State and Federal Courts in New South
Wales
Canada Province of Ontario,
Canada
Courts of the Province of Ontario
China People’s Republic of
China
Hong Kong International Arbitration
Center
Europe* England English Courts
Italy Italy Court of Milan
Japan Japan Tokyo District Court of Japan
Middle East England English Courts
Oceania* England English Courts
* Excluding countries listed separately in this table.

If You are a US public sector agency or government institution in the United States, the laws of the primary jurisdiction in which You are located will govern the EULA and any disputes arising from it. For US Federal Government customers, this EULA will be controlled and construed under the laws of the United States.

12.10 Notice. Any notice delivered by Cisco to You under this EULA will be delivered via email, regular mail or postings on Cisco.com. Notices to Cisco should be sent to Cisco Systems, Office of General Counsel, 170 West Tasman Drive, San Jose, CA 95134 unless this EULA, applicable Product Specific Terms or an order specifically allows other means of notice.

12.11 Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control.

12.12 No Waiver. Failure by either party to enforce any right under this EULA will not waive that right.

12.13 Severability. If any portion of this EULA is not enforceable, it will not affect any other terms.

12.14 Entire agreement. This EULA is the complete agreement between the parties regarding the subject matter of this EULA and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).

12.15 Translations. Cisco may provide local language translations of this EULA in some locations. You agree those translations are provided for informational purposes only and if there is any inconsistency, the English version of this EULA will prevail.

12.16 Order of Precedence. If there is any conflict b etween this EULA and any Product Specific Terms expressly referenced in this EULA, the order of precedence is:
(a) such Product Specific Terms;
(b) this EULA (excluding the Product Specific Terms and any Cisco policies); then (c) any applicable Cisco policy expressly referenced in this EULA and any agreement expressly incorporated by reference.

13. Definitions
“Affiliate” means any corporation or company that directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where “control” means to: (a) own more than 50% of the relevant party; 353
Controlled Doc. # EDM-122989354 Ver: 6.0 Last Modified: Mon Jul 11 21:55:21 PDT 2022 CISCO PUBLIC INFORMATION, EULA.docx
or (b) be able to direct the affairs of the relevant party through any lawful means (e.g., a contract that allows control).
“Approved Source” means Cisco or a Cisco Partner.
“Authorized Third Parties” means Your Users, Your Affiliates, Your third party service providers, and each of their respective Users, permitted to access and use the Cisco Technology on Your behalf as part of Your Entitlement. “Cisco” “we” “our” or “us” means Cisco Systems, Inc. or its applicable Affiliate(s). “Cisco Content” means any:

Cisco Content includes geographic and domain information, rules, signatures, threat intelligence and data feed s and Cisco’s compilation of suspicious URLs.
“Cisco Partner” means a Cisco authorized reseller, distributor or systems integrator authorized by Cisco to sell Cisco Technology.
“Cloud Service ” means the Cisco hosted software -as-a-service offering or othe r Cisco cloud -enabled feature described in the applicable Product Specific Terms. Cloud Service includes applicable Documentation and may also include Software.
“Confidential Information ” means non -public proprietary information of the disclosing party (“ Discloser”) obtained by the receiving party (“Recipient”) in connection with this EULA, which:

“Documentation” means the technical specifications and usage materials officially published by Cisco specifying the functionalities and capabilities of the applicable Cisco Technology. “Entitlement” means the specific metrics, duration, and quantity of Cisco Technology You commit to acquire from an Approved Source through individual acquisitions or Your participation in a Cisco buying program. “Malicious Code” means code designed or intended to disable or impede the normal operation of, or provide unauthorized access to, networks, systems, Software or Cloud Services other than as intended by the Cisco Technology (for example, as part of some of Cisco’s security products). “Product Specific Terms ” means additional product related terms applicable to specific Cisco Technology as set out at www.cisco.com/go/softwareterms.
“Software” means the Cisco computer programs, including Upgrades, firmware and applicable Documentation. “Upgrades” means all updates, upgrades, bug fixes, error corrections, enhancem ents and other modifications to the Software.
“Usage Term” means the period commencing on the Delivery Date and continuing until expiration or termination of the Entitlement, during which period You have the right to use the applicable Cisco Technology. “User” means the individuals (including contractors or employees) permitted to access and use the Cisco Technology on Your behalf as part of Your Entitlement.
“You” means the individual or legal entity acquiring Usage Rights in the Cisco Technology.

354

Pricing Proposal
Quotation #:  25708641
Created On:  1/9/2025
Valid Until:   1/31/2024

CA-City of Murrieta   Account Executive

John Borger
1 Town Square
Murrieta, CA 92562
United States
Phone: 951-304-2489
Fax:

Email: [email protected]

Ryan Heda
SHI HQ
290 Davidson Ave
Somerset, NJ 08873
Phone: 732-850-2735
Fax:

Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Your Price Total

1 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-ASA550NK
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
2 $245.73 $491.46

2 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-C9407R
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
2 $2,958.82 $5,917.64

3 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-ASA5506K
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
1 $144.74 $144.74

4 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-FPR21FWN
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
3 $936.62 $2,809.86

5 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-WSC368TD
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
1 $802.00 $802.00

6 FPR TD High-End
Cisco Systems - Part#: L-FPR4110T-T-1Y
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
2 $16,786.72 $33,573.44

7 SNTC 8X5XNBD  1 $2,763.88 $2,763.88
355
Cisco Systems - Part#: CON-SNT-C4507R+E
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 10/31/2025

8 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-FPR4110N
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
2 $6,967.87 $13,935.74

9 FPR TD Mid-Range
Cisco Systems - Part#: L-FPR2110T-T-1Y
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
2 $1,641.37 $3,282.74

10 FPR TD Mid-Range
Cisco Systems - Part#: L-FPR2110T-T-1Y
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
1 $1,641.37 $1,641.37

11 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-C4510R+E
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 10/31/2025
1 $5,264.79 $5,264.79

12 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-ISR4351K
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
1 $1,258.77 $1,258.77

13 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-ISR4221K
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
6 $184.72 $1,108.32

14 SNTC 8X5XNBD
Cisco Systems - Part#: CON-SNT-WSC365BU
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
Coverage Term: 2/8/2025 – 2/7/2026
1 $498.19 $498.19

15 Cisco FPR2110 Threat Defense Threat Protection License Cisco Systems - Part#: L-FPR2110T-T-1Y
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
2 $0.00 $0.00

16 Cisco FPR2110 Threat Defense Threat Protection License Cisco Systems - Part#: L-FPR2110T-T-1Y
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
1 $0.00 $0.00

17 Cisco FPR4110 Threat Defense Threat Protection License Cisco Systems - Part#: L-FPR4110T-T-1Y
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
2 $0.00 $0.00
356

Total $73,492.94
Additional Comments
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.

All orders for Cisco equipment and related software and services submitted, beginning on December 29, 2021, are non-cancelable and cannot be modified starting 45 days prior to the scheduled ship dates. Non-cancelable orders are not eligible for RMA for credit.

Cisco’s Terms and Conditions apply to all hardware, software, cloud services, subscriptions, technical support and maintenance included in a Cisco offer.

The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.
357

CITY OF MURRIETA
City Council Meeting Agenda
Report
2/4/2025
Agenda Item No. 4.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Kristen Crane, Assistant City Manager
PREPARED BY: Brian Ambrose, Community Services Director SUBJECT:

Approve First Amendment to License Agreement with Newman Hospitality Group for Special Event Management Services for Town Square Park Amphitheater

RECOMMENDATION
Authorize the City Manager to execute a First Amendment to the License Agreement with Newman Hospitality Group, LLC, for special event management services at the Town Square Park Amphitheater.

PRIOR ACTION/VOTE
In October 2023, the City Council approved entering a License Agreement with Newman Hospitality Group, LLC for special event management services at the Town Square Park Amphitheater.

CITY COUNCIL GOAL
Foster and promote an engaged, connected and caring community.

BACKGROUND
Within the last several years, the City constructed an amphitheater at Town Square Park with the vision of using the space to host major community events. Part of the City Council’svision for the Amphitheater was to work with a third-party that specializes in special event management to host large-scale events.

In 2022, the City completed a Request for Information (RFI) process, which yielded helpful information and led the City to pause in order to develop a Use Policy and Operations Framework for the Park and Amphitheater, deemed as a critical foundation for a prospective private firm to understand the broad scope of their responsibilities prior to the selection process.

Following City Council adoption of the Use Policy and Operations Framework in April 2023, the City Council provided direction to proceed with a Request for Proposals (RFP).

The goal of partnering with a special event management company for use of the amphitheater was to activate the Town Square Park Amphitheater with community events and add vitality, considering this as an economic development driver to draw visitors to Murrieta, while also being a good neighbor and taking good care of the CITY OF MURRIETA Printed on 1/30/2025Page 1 of 4
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development driver to draw visitors to Murrieta, while also being a good neighbor and taking good care of the facility.

Following the RFP process, in October 2023, the City Council awarded a License Agreement to Newman Hospitality Group, LLC (NHG). NHG proposed to provide four events per calendar year for 2024, but the scope could be up to six events per year. The original Agreement was for a two-year term, consistent with the 24-month pilot period, with the ability for extension upon City Council approval.

Summary of 2024 Events
During 2024, NHG held three two-day events at the Town Square Park Amphitheater, including:
• Jazz and Blues Festival - A live music event showcasing local and national jazz musicians (April 20-21);
• Old Town Music Festival - A two-day annual country music festival with national touring artists (June 8-9); and
• Rocktoberfest, a live music event showcasing local breweries (October 19-20).

Originally, NHG’svision was to host an event in August as well, but based on the heat during the June event, which impacted the visitor experience, they opted to forego an event in August, when temperatures are generally even higher.

Under the terms of the Agreement, NHG is fully responsible for all facets of their events, including financial responsibility and all aspects of planning and producing the special events, before, during, and after, in conformance with the operational framework and use policy established by the City Council.

In exchange for use of the space, the terms of the original agreement were that NHG would be responsible for all other costs associated with the event and NHG would share with the City 5% of any net revenues.

Reflecting on the three events of 2024, overall, they went well. Highlights include:
· The events were considered safe on all accounts, related to topics such as alcohol, crowd behavior, first aid, and set-up;
· Attendance at the So Cal Jazz and Blues Festival was 1,700 to 1,900; Old Town Music Festival was 2,700 to 3,000; and Rocktoberfest was 1,400 to 1,600;
· Customer feedback was positive from guests and vendors reporting that they had an enjoyable experience and really liked the venue;
· The team exercised continuous process improvement during the progression of all three events, each time implementing changes to make the operation more cost-effective and efficient; · The first event generated numerous noise complaints to the City, but NHG addressed them appropriately, and there were few noise complaints for the following two events; · The NHG team is working to develop a strong, foundational relationship with the City team, which will help in working toward further process improvement; and · Continuing to look at ways the City could leverage its partnerships to help NHG with publicity, such as CITY OF MURRIETA Printed on 1/30/2025Page 2 of 4
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· Continuing to look at ways the City could leverage its partnerships to help NHG with publicity, such as working with the Chamber of Commerce, Explore Murrieta, and the Downtown merchants since the City’s goal is for these events to help attract visitors, shoppers, and diners to Murrieta as part of attending the festivals.
· Data from Explore Murrieta indicated that collaboration between Explore Murrieta and NHG for ticket giveaways in September and October to raise awareness, grow engagement, and build followers for both yielded positive results, particularly in October with over 32,000 impressions and 1,743 engagements.

Proposed Changes for 2025 and First Amendment to Agreement As a new endeavor, the initial set-up costs for the NHG events are proving to be expensive. Moving into the 2025 series of events, further consideration will be given to managing the overhead costs for each event while increasing attendance and revenue from ticket sales. Additionally, NHG continues to seek sponsorship opportunities, which would increase revenues to offset expenses and assist with the overall profitability of the events.

The vision of the original License Agreement was that NHG would bear the cost of City staff present during the NHG events, such as Fire, Police, Public Works, and Community Services. However, as the right-sizing approach continues to determine the necessary balance of City staffing during events to ensure safety and facility functionality, and while the two-year pilot is in process, staff and NHG have discussed NHG not paying the cost of the City personnel that are present. Based on 2024 staffing levels, the value the City would absorb in 2025 is approximately $15,000 per event day.

Additionally, instead of hosting three two-day events for 2025, NHG proposes to host two three-day events.

They are proposing to host the So Cal Jazz and Blues Fest on May 16-18, 2025, and the Old Town Music Festival in September and October (exact date to be determined). The event times each day would be as follows: Friday from 5:00 to 10:00pm; Saturday from 2:00 to 10:00pm; and Sunday from 2:00 to 8:00pm.

The attached draft First Amendment to the License Agreement for City Council consideration accomplishes these adjustments. Foregoing reimbursement for all staff costs is a considerable expense for the City, valued at approximately $90,000 for one-year using the 2024 staffing model for three two-day events. Considering that this is a trial endeavor for the City, as well as the City Council’sbroader goal to activate the Town Square Park Amphitheater with large-scale events as an economic development strategy to draw visitors to Murrieta and add vitality, and that there is a start-up phase for establishing a viable business model and raising regional awareness about the events and the venue, staff recommends that the City Council approve this Amendment.

For the 2024 events, the Amendment would retroactively allow foregoing reimbursement for direct staffing costs provided by the City during the event dates (approximately $7,500 per day for Fire, Public Works, and Community Services), with the exception of services provided by the Police Department (valued at about $7,000 per day). For 2024, this amounts to $45,000 for six event days at $7,500 per day. If approved, the Amendment would allow foregoing reimbursement for all direct City staffing costs provided during the 2025 events, including services provided by the Police Department. Cumulatively, this amounts to an estimated $90,000 for six event days at $15,000 per day. All other provisions of the original License Agreement would remain in effect.

Since NHG’soriginal agreement was for two years as a pilot program, staff plans to report back to the City Council at the end of 2025, or sooner, to discuss the structure for the continuation of the agreement.

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Agenda Item No. 4.

FISCAL IMPACT
The fiscal impact associated with this item is estimated to result in a cost of approximately $45,000 for 2024 for three two-day events, and $90,000 per year, starting in 2025, for two, three-day events. Generally, these costs are for overtime staffing, budgeted in each respective department budget. If a department has insufficient capacity to absorb this cost, a budget adjustment request may be brought to the City Council separately as part of the quarterly budget review.

ATTACHMENTS

1. First Amendment to License Agreement with Newman Hospitality Group CITY OF MURRIETA Printed on 1/30/2025Page 4 of 4
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1 01375.0002/1019703.2

FIRST AMENDMENT

TO SPECIAL EVENTS MANAGEMENT AGREEMENT

THIS FIRST AMENDMENT TO SPECIAL EVENTS MANAGEMENT
AGREEMENT (“Amendment”) by and between the CITY OF MURRIETA, a California municipal corporation (“City”) and NEWMAN HOSPITALITY GROUP, LLC , a California limited liability company (“Licensee”) is effective as of the ___ day of _______, 2025. City and Licensee are sometimes hereinafter individually referred to as a “Party” and jointly as the “Parties.”

RECITALS
A. City and Licensee entered into that certain Agreement for Contract Services dated December 13, 2023 (“Agreement”), whereby Con sultant agreed to provide services related to Special Events Management for a pilot program for Licensee to provide management services for large-scale events.

B. The term of the Agreement expires on December 13, 2025.

C. City and Licensee now desire to amend the Agreement as set forth below.

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT

1. Recitals. The foregoing recitals are incorporated herein by reference.

2. Defined Terms. All terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.

3. Amendments/Modifications to Agreement.

A. Section 4.f. Operating Costs is amended to add the following new subsection viii:
“viii. For 2024 events, all services provided by City’s Police Department for each Special Event (day-of) shall be charged to Licensee. City will provide an invoice summarizing the Police services (“Invoice”) to Licensee , which Invoice shall be paid in full to City within thirty (30) days of receipt of the Invoice. If the Invoice is not paid when due, such amount shall thereafter bear interest at the rate of Ten Percent (10%) annually until paid in full, and such failure shall constitute a default under this Agreement without further notice or demand. For 2025 events, Licensee will not be charged for City staff services during the event days, including for the Police Department.”

4. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. From and after the Effective Date 362

2 01375.0002/1019703.2
of this Amendment, all references to the term “Agreement” shall mean the Agreement as amended by this Amendment.

5. Miscellaneous.

5.1 Affirmation. The Parties ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement.

5.2 No Other Modifications. Each Party represents and warrants to the other that (i) there have been no written or oral modifications to the Agreement , and (ii) the Agreement as amended hereby is currently in effect, valid, and binding obligations of the Parties.

5.3 Representations. Each Party (“Representing Party”) represents and warrants to the other Party (“Other Party”) that, as of the Effective Date, the Other Party is not in default of any material term of the Agreement and that there have bee n no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

6. Adequate Consideration. The Parties stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

7. Authority. The persons executing this Amendment on behalf of Licensee represent and warrant to City that (i) Licensee is duly organized and existing under the laws of the State of California, (ii) they are duly authorized to execute and deliver this Amendment on behalf of Licensee, (iii) by so executing this Amendment, Licensee is formally bound to the provisions of this Amendment, and (iv) entering int o this Amendment does not violate any provision of any other agreement to which Licensee is bound.

8. Interpretation. This Amendment shall be construed according to its fair meaning as if prepared by both Parties to this Agreement. Headings used in this Amendment are provided for convenience only and shall not be used to construe meaning or intent.

9. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original . All such counterparts shall together constitute but one and the same Amendment.

10. Electronic Execution. This Amendment may be executed electronically provided same complies with UETA and ESIGN using qualified third party providers such as AdobeSign or DocuSign.

[SIGNATURES ON FOLLOWING PAGE]
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3 01375.0002/1019703.2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates specified below.

LICENSEE: CITY:

NEWMAN HOSPITALITY GROUP, LLC,
a California limited liability company

By: ___________________________
Ken Newman, Managing Member & CEO

By: ___________________________
Brandie Newman,
Its: ___________________

CITY OF MURRIETA, a municipal
corporation

By: ___________________________
Justin Clifton, City Manager

ATTEST:

Cristal M. McDonald, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

By: _____________________
Tiffany Israel, City Attorney

364

CITY OF MURRIETA
City Council Meeting Agenda
Report
2/4/2025
Agenda Item No. 5.

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Javier Carcamo, Finance Director
PREPARED BY: Jennifer Terry, Finance Manager
SUBJECT:

Approval of the Master Services Agreement with OpenGov for Transparency Portal Services

RECOMMENDATION
Approval of a Master Service Agreement with OpenGov for Transparency Portal Services, retroactively effective to October 1, 2023;
Amend the Fiscal Year 2024/25 Operating Budget by establishing an appropriation of $770, to account for the annual software price adjustment; and
Authorize the City Manager to execute the agreement.

PRIOR ACTION/VOTE
On November 19, 2019, the City Council adopted Resolution No. 19-4180, authorizing an agreement with OpenGov, Inc. for cloud-based services (Vote: 5-0).

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

BACKGROUND
The City has been utilizing OpenGov's services since 2019, to host its online “transparencyportal.”The portal helps convey and visualize details of the City’sbudget and actual revenues and expenditures by category.

Citizens, businesses, and visitors can search and access the portal from the City’s website to obtain information on annual budgets, highlight City initiatives, and track program data and performance metrics.

The First Amendment, approved in 2022, extended the term and adjusted the renewal language to state that the Agreement may renew for an additional one (1) year period upon the written agreement of both parties.

Staff is unable to locate a record of that written exchange, but the City has continued to pay for and use the CITY OF MURRIETA Printed on 1/30/2025Page 1 of 2
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Agenda Item No. 5.

Staff is unable to locate a record of that written exchange, but the City has continued to pay for and use the OpenGov services and platform. The effective date of the proposed Agreement is backdated to October 1, 2023, to ensure continuity of business relations and clearly maintain terms of service and contractual obligations for all services received since that date.

The proposed Agreement will renew annually unless the City notifies OpenGov within thirty (30) days prior to the end of the then-current term. The proposed Agreement also includes an Annual Software Price Adjustment of five percent (5%). For Fiscal Year (FY) 2024/25, the amount is $26,228.80. Subsequent years of the Agreement will increase from that base amount.

The recommended action also includes a request to appropriate $770 to account for the Annual Inflation Adjustment.

FISCAL IMPACT
The annual cost for use of OpenGov is $26,228.80 for FY 2024/25. The cost for subsequent years of the Agreement will increase from that base amount by 5%. A budget was established for the annual license cost for FY 2024/25.

Staff recommends amending the FY 2024/25 Operating Budget to request a budget appropriation of $770 in the Information Services Fund (GL 7268340-62160) to account for the Annual Inflation Adjustment included in the proposed Agreement. Costs for future years of the proposed Agreement will be included in the upcoming biennial budget.

ATTACHMENTS

1. OpenGov Master Service Agreement
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1 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024 OpenGov Master Services Agreement The parties to this Master Services Agreement (this “Agreement”) are OpenGov, Inc., a Delaware corporation (“OpenGov”), and the customer named in the signature block below (“Customer”). This Agreement, which has an effective date of October 1, 2023 (the “Effective Date”), sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software services and receive professional services. 1. Definitions 1.1. “Customer Data” means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer’s software systems of record). Customer Data does not include any confidential personally identifiable information. 1.2. “Documentation” means materials produced by OpenGov that provide information about OpenGov’s software products and systems. 1.3. “Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. 1.4. “Order Form” means the document(s) separately executed by the parties or attached as an Exhibit, that specifies the Software Services that OpenGov will provide to Customer under this Agreement. 1.5. “Term” refers to the Initial Term defined in Section 6.1 plus all Renewal Terms defined in Section 6.2. 2. Software Services, Support, and Professional Services 2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to provide the commercial-off-the-shelf software solutions identified in the applicable Order Form (“Software Services”). Software Services do not include any pre-release features, functionality, and/or software that Customer elects to use while they are in beta. 2.2. Support and Service Levels. Customer support is available by email to [email protected] or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov’s standard business hours. Customer may report issues any time; however, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services in accordance with the Support and Software Service Levels found at opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 367

2 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024

2.3. Professional Services 2.3.1. If OpenGov or its authorized independent contractors provides professional services to Customer, such as implementation services, then these professional services (“Professional Services”) will be described in an applicable statement of work (“SOW”) agreed to by the parties, which is incorporated by reference. Unless otherwise specified in the SOW, any pre-paid Professional Services must be utilized within one year from the Effective Date. 2.3.2. Relevant travel expenses are provided in the SOW. Any other travel expenses related to the performance of the Professional Services shall be pre-approved by and reimbursed by Customer. 3. Restrictions and Responsibilities 3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly permitted by the Agreement. In addition, Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services, including but not limited to load testing, or stress testing; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform. 3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third-party software systems of record (such as Customer’s ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) all uses of Customer user accounts by any party other than OpenGov. 4. Intellectual Property Rights; License Grants; Access to Customer Data 4.1. Software Services. OpenGov owns all interests and Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics and button icons, are the property of OpenGov. Customer may not copy, imitate, or use them, in whole or in part, without OpenGov’s prior written consent. Subject to Customer’s obligations under this Agreement, OpenGov grants Customer a non-exclusive, royalty-free license during the Term to use the Software Services. 4.2. Customer Data. Customer Data and the Intellectual Property Rights therein belong to Customer. Customer grants OpenGov and its partners (such as hosting providers) a non- 368

3 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024 exclusive, royalty-free license to use, store, edit, and reformat Customer Data for the purpose of providing the Software Services. Customer further agrees that OpenGov and its partners may use aggregated, anonymized Customer Data for purposes of product enhancement, customer service, and data analysis. Insights gleaned from aggregated, anonymized Customer Data will belong to OpenGov. 4.3. Access to Customer Data. Customer may download Customer Data from the Software Services at any time during the Term, excluding during routine software maintenance periods. 4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4, upon the termination of this Agreement, Customer Data shall be deleted pursuant to OpenGov’s standard data deletion and retention practices, which is to delete Customer Data 45 days after termination or expiration of the Agreement. Upon written request, Customer may request deletion of Customer Data prior to the date of termination of this Agreement. Such a request must be addressed to “OpenGov Vice President, Customer Success” at OpenGov’s address for notice in Section 10.2. 4.5. Feedback. “Feedback” means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to use and incorporate Feedback into the Software Services and Documentation. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the improvements and modifications. 5. Confidentiality 5.1. “Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as “Confidential” or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services, and all Documentation. 5.2. Confidential Information does not include: (a) data that Customer has previously released to the public; (b) data that Customer would be required to release to the public upon request under applicable federal, state, or local public records laws; (c) Customer Data that Customer requests OpenGov make available to the public in conjunction with the Software Services; (d) information that becomes publicly known through no breach by either party; (e) information that was rightfully received by a party from a third party without restriction on use or disclosure; or (f) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information. 5.3. Each party agrees to obtain prior written consent before disclosing any of the other 369

4 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024 party's Confidential Information. Each party further agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law or court order, they must notify the other party in writing before making the disclosure to give the other party an opportunity to oppose or limit the disclosure. 6. Term and Termination 6.1. Initial Term. This Agreement begins on the Effective Date and ends on the date the subscription ends (“Initial Term”), according to the Order Form, unless sooner terminated pursuant to Section 6.3. 6.2. Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial Term (each one is a new “Renewal Term”) unless either party notifies the other party of its intent not to renew this Agreement in writing no less than 30 days before the end of the then-current term. 6.3. Termination for Cause. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non-breaching party, the non-breaching party may terminate this Agreement. 6.4. Termination for Non-Appropriation. For any term after the first full year of this Agreement, Customer may terminate this Agreement if it does not appropriate funds to continue this Agreement in a future fiscal year by providing notice in writing no less than 30 days before the end of the then-current term. Such termination shall be effective upon the expiration of the then-current term. To invoke termination under this section, Customer must use good faith efforts to secure the appropriate funds for the next year’s fees. 6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer shall pay in full for all Software Services and Professional Services for the then-current annual term, (b) OpenGov shall stop providing Software Services and Professional Services to Customer; and (c) each party shall (at the other party’s option) return or delete any of the other party’s Confidential Information in its possession. 7. Payment of Fees 7.1. Fees; Invoicing; Payment; Expenses. 7.1.1. Fees. Fees for Software Services and for Professional Services are set forth in the applicable Order Form, and OpenGov will invoice Customer accordingly. Customer agrees to pay invoices within 30 days. Invoices are deemed received when OpenGov emails them to Customer’s designated billing contact. Obligations to pay fees are non-cancelable, and payments are non-refundable. 7.1.2. Annual Software Price Adjustment. OpenGov shall increase the fees for the Software Services during any Renewal Term by 5% each year or as otherwise agreed upon in 370

5 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024 the applicable renewal Order Form. 7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW or Order Form as they are incurred. Customer shall pay all such valid invoices within 30 days of receipt of invoice. Receipts shall be provided for the travel expenses listed on the invoice. 7.2. Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe a late interest penalty of the maximum rate permitted by law and (b) If Customer’s account remains delinquent (with respect to payment of an undisputed invoice) for 10 days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer’s designated billing contact, OpenGov may temporarily suspend Customer’s access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section 6.3. Customer will continue to incur and owe all applicable fees irrespective of any such service suspension based on such Customer’s delinquency. 7.3. Taxes. All fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes (“Sales Taxes”). Customer is solely responsible for all Sales Taxes, not including taxes based solely on OpenGov’s net income. If any Sales Taxes related to the fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax-exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 8. Representations and Warranties; Disclaimer 8.1. By OpenGov. 8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement. 8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, OpenGov will re-perform the applicable services. If OpenGov is unable to re-perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of the completion of Professional Services pursuant to the applicable SOW to receive such warranty remedies. 8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the 371

6 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024 Term, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error-free. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of Customer discovering the defect. For any breach of the Software Services warranty, OpenGov will repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted. If OpenGov is unable to do so, Customer may terminate the license for such Software Services and will be entitled to recover all fees paid to OpenGov for the deficient Software Services. 8.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement; and (b) OpenGov’s use of Customer Data pursuant to this Agreement will not infringe, violate or misappropriate the Intellectual Property Rights of any third party. 8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 9. Limitation of Liability 9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 9.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO OPENGOV FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. 9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not apply to, and each party accepts liability to the other for: (a) claims based on either party’s intentional breach of its obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either party and 372

7 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024 (c) either party’s infringement of the other party’s Intellectual Property Rights. 9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to Customer. 10. Miscellaneous 10.1. Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names for marketing and promotional purposes in OpenGov’s website and marketing materials, subject to Customer’s trademark usage guidelines provided to OpenGov. 10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone. For notices required by the Agreement the parties must communicate more formally in a writing sent via USPS certified mail and via email. OpenGov’s addresses for notice are: [email protected] with a mailed copy to OpenGov, Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107. 10.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The parties will promptly notify each other if they become aware of any violation of any applicable anti-corruption laws in connection with this Agreement. 10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy. 10.5. Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. 10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 10.7. Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), Section 7 (Payment of Fees), Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous). 10.8. Assignment. There are no third-party beneficiaries to this Agreement. Except as set 373
8 OpenGov Master Services Agreement City of Murrieta, CA - Revised December 23, 2024 forth in this Section 10.8, neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors.

10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other.

10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of Customer’s jurisdiction, without regard to conflict of laws principles. The parties submit to personal jurisdiction and venue in the courts of Customer’s jurisdiction.

10.11. Complete Agreement. OpenGov has made no other promises or representations to Customer other than those contained in this Agreement. Any additional or different terms in a purchase order or click-through agreement are expressly rejected by the Parties and are void. Any modification to this Agreement must be in writing and signed by an authorized representative of each party.

City of Murrieta OpenGov, Inc.

Signature ___________________________ Signature __________________________ Name ___________________________ Name __________________________ Title ___________________________ Title __________________________ Date ___________________________ Date __________________________ Justin Clifton
City Manager
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City Council Meeting Agenda
Report
2/4/2025
Agenda Item No. 6.

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

Resolutions of Intention for Formation of Community Facilities District No. 2025- 1 (Safety Services) of the City of Murrieta, Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta, and Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta

RECOMMENDATION
Adopt Resolution No. 25-4805 entitled: A Resolution of the City Council of the City of Murrieta Declaring its Intention to Establish Community Facilities District No. 2025-1 (Safety Services) of the City of Murrieta, to Authorize the Levy of a Special Tax on Property Within the District to Pay the Costs of Providing Public Safety Services;
Adopt Resolution No. 25-4806 entitled: A Resolution of the City Council of the City of Murrieta Declaring its Intention to Establish Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta, to Authorize the Levy of a Special Tax on Property Within the District to Pay the Costs of Providing Public Maintenance Services;
Adopt Resolution No. 25-4807 entitled: Resolution of Intention of the City Council of the City of Murrieta to Established Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta, to Authorize the Levy of a Special Tax to Pay the Costs of Acquiring or Constructing Certain Facilities and to Pay Debt Service on Bonded Indebtedness;
Adopt Resolution No. 25-4808 entitled: Resolution of Intention of the City Council of the City of Murrieta To Incur Bonded Indebtedness in an Amount Not to Exceed $27,500,000 Within Proposed Community Facilities District No. 2025-3 (Discovery Village) Of The City Of Murrieta; and Approve a Reimbursement Agreement regarding the Community Facilities District No 2025-3 (Discovery Village) and authorize the City Manager to execute the agreement.

PRIOR ACTION/VOTE
On January 21, 2003, the City Council adopted the Land Secured Financing Policy for Special Assessment and Mello-Roos Community Facilities District Financing (Vote: 5-0).

On April 5, 2016, the City Council adopted a Resolution amending the Land Secured Financing Policy (Vote: 5 CITY OF MURRIETA Printed on 2/6/2025Page 1 of 6
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-0).

On October 3, 2023, the City Council considered an Amendment to the Community Facilities District Goals and Policies and directed staff to present the recommendations in a workshop (Vote 3-2)³.

On December 5, 2023, the City Council held a workshop on the proposed Amendment to the Community Facilities District Goals and Policies (Non-Action Item).

On December 5, 2023, the City Council Adopted Resolution No. 23-4717, amending and restating Community Facilities District Goals and Policies (Vote 5-0)⁴.

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

BACKGROUND
Community Facilities Districts (CFDs) are a widely used financing mechanism to fund infrastructure and services associated with new, significant, large development projects, pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Mello-Roos Act”). The City has previously established sixteen (16) CFDs.

On December 5, 2023, the City Council amended the City’s CFD Goals and Policies. The amendments included adding the ability for developers to finance public safety services and maintenance services, adding an annual escalator to cover increases in the cost of providing services, changes to the list of eligible facilities that can be financed, allowing Development Impact Fees (DIF) to be financed, and increasing the maximum cap on the effective tax rate from 1.8% to 2.0% for CFD.

Historically, the City has conditioned new residential projects to pay for basic landscaping and lighting maintenance services pursuant to the Landscaping and Lighting Act of 1972 (“LLD”) of the Street & Highways Code. This funding mechanism includes limited services and requires the City to pay for the General Benefit portion of the assessment, typically up to 25% of the service costs. In addition, the City previously charged new development for the following services: 1) rooftop Fire tax, 2) Community Services District assessment, and 3) a Park and Recreation assessment. The combined assessments total $125 per residential unit.

The property owner for the proposed Discovery Village Project (Project), Discovery Village LLC (Property Owner), has requested that the City assist in forming three (3) CFDs to provide public safety services, maintenance services, and facilities financing. The property to be included in the proposed CFDs is located at the southwest corner of the intersection of Whitewood Road and Baxter Road, east of Interstate 215. The Project is proposed to include approximately 365 single-family homes at full buildout. The Project was not conditioned to form the services CFDs but was conditioned to form a Landscape and Lighting Maintenance District to provide landscaping and lighting services. Upon the formation of these CFDs, the Property Owner will cancel an existing CFD previously formed with the Eastern Municipal Water District (EMWD) which established a facilities CFD for approximately $18 million in bond proceeds for improvements, with a 2.0% overall effective tax rate, that included the $125 per Residential Unit (RU) for basic public services and a potential LLD of approximately $200 per RU for Project specific landscaping and lighting from the City.

Community Facilities Districts
CFDs are a widely used financing mechanism for infrastructure associated with new significant (large) CITY OF MURRIETA Printed on 2/6/2025Page 2 of 6
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CFDs are a widely used financing mechanism for infrastructure associated with new significant (large) development projects, such as water and sewer facilities, storm drain facilities, roads, landscaping, and parks and to finance the provision of certain municipal services.

Generally, the process to form and implement a CFD is as follows:
· A developer submits a petition to form the CFD to the City or Special District (water districts frequently form CFDs) to start formation proceedings.
· In the City’s case, staff presents the petition to the City Council for approval. · The District is formed by a vote of the property owners to be within the CFD. · Once approved, the City approves the issuance of bonds, which are sold to investors. · Proceeds from the sale of the bonds are used to build the infrastructure associated with the development project.
· The bonds are paid off over time (typically 30 years) by the buyers of homes within the district as a part of their property tax bill.

On December 5, 2023, the City Council adopted amendments to the Community Facilities District Goals and Policies. In addition to changes related to State law, other changes contained in the amended policy include:
· A list of eligible facilities that can be financed.
· Adding an escalator of up to 2% per year for facilities. · Adding an escalator for service and maintenance CFDs to cover increases in the cost of providing services.
· Allowing Development Impact Fees (DIF) to be financed. · Increasing the maximum cap on the assessed value of a property from 1.8% to 2.0%.

Additional Authorized Services
The Mello-Roos Act also authorizes the City to establish a CFD to finance certain public services through the levy of a special tax. The services that can be funded include the following:
· Police protection services, including, but not limited to, criminal justice (limited to providing services for jails, detention facilities, and juvenile halls).
· Fire protection and suppression services, and ambulance and paramedic services. · Recreation program services, library services, maintenance services for elementary and secondary school sites and structures, and the operation and maintenance of museums and cultural facilities · Maintenance and lighting of parks, parkways, streets, roads, and open spaces. · Flood and storm protection services, including, but not limited to, the operation and maintenance of storm drainage systems, plowing and removal of snow, and sandstorm protection systems. · Maintenance and operation of any real property or other tangible property with an estimated useful life of five or more years that is owned by the local agency or by another local agency (by agreement).

The Discovery Village Project and Community Facilities District No. 2025-3 The Property Owner has submitted a petition requesting that the City form Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta (CFD No. 2025-3). The Property Owner has requested that the City form CFD No. 2025-3 to encompass the Property in accordance with the Mello-Roos Act in order to finance the costs of certain public improvements through the levy of a special tax and the issuance of bonds.

The maximum amount of bonded indebtedness proposed is $27.5 million. The proceeds of bonds issued by CFD No. 2025-3 are expected to be used to finance public facilities to be owned and operated by the City and CITY OF MURRIETA Printed on 2/6/2025Page 3 of 6
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CFD No. 2025-3 are expected to be used to finance public facilities to be owned and operated by the City and by Eastern Municipal Water District, as well as financing the payment of DIF owed by the Property Owner to the City and Eastern Municipal Water District.

The Property Owner has requested that the boundaries of CFD No. 2025-3 include the area described in Attachment A of the Resolution of Intention to Establish CFD No. 2025-3 and that special taxes be levied within the boundaries of CFD No. 2025-3 in accordance with the Rate and Method of Apportionment for CFD No. 2025-3 (the “CFD No. 2025-3 RMA”) described in Attachment C to the Resolution of Intention. The proposed rates of the special tax range from $3,086.76 per unit for single-family homes less than 1,350 square feet to $4,772 per unit for single-family homes greater than 2,400 square feet and also include tax rates of $69,954 per acre of multi-family property and non-residential property. The special tax rates within CFD No. 2025-3 will increase two percent (2.00%) annually on July 1 of each year, commencing July 1, 2026.

The CFD No. 2025-3 Resolution of Intention is the first step in the process of forming CFD No. 2025-3. The attached resolutions declare the City’s intention to establish CFD No. 2025-3, its intention to incur bonded indebtedness by CFD No. 2025-3, and call for a public hearing. A public hearing on the matter of the formation of CFD No. 2025-3 will take place on April 1, 2025, and at that time the City Council will formally consider the establishment of CFD No. 2025-3 and hold elections on the approval of the special taxes and the need to incur bonded indebtedness within CFD No. 2025-3. It is expected that there are no registered voters residing within the boundaries of the proposed CFD No. 2025-3, and accordingly, the election will be a landowner voting election.

The Property Owner is requesting the City be the lead Agency for forming a Facilities CFD to finance City DIF, City Facilities, and EMWD Fees and Facilities up to the same effective tax rate of 2.0% and include the 2% escalator on the Facility CFD tax rate. The CFD 2025-3 allows the developer to finance additional improvements and offset the reduction in the overall effective tax rate for facility financing by including the increased services costs covered by the formation of the following Public Safety CFD and a Maintenance Services CFD.

CFD No. 2025-1 (Safety Services) and CFD No. 2025-2 (Maintenance Services) The Property Owner also requested the formation of a Public Safety Services CFD and a Maintenance Services CFD, in accordance with the current City’s Community Facilities District Goals and Policies.

Accordingly, the Property Owner has submitted separate petitions requesting the formation of Community Facilities District No. 2025-1 (Safety Services) of the City of Murrieta (“CFD No. 2025-1”) and Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta (“CFD No. 2025-2”).

Each of CFD No. 2025-1 and CFD No. 2025-2 will initially consist only of the Property (i.e. the Discovery Village Project); however, the remainder of the City will be designated as a “Potential Annexation Area” and new development projects meeting certain design criteria will be required to annex to CFD No. 2025-1 and/or CFD No. 2025-2.

CFD No. 2025-1 would levy a special tax in accordance with the Mello-Roos Act on parcels of residential property to finance public safety services. Services eligible to be financed by CFD No. 2025-1 include police protection services (including but not limited to criminal justice services), fire protection and suppression services, and paramedic services. The special taxes within CFD No. 2025-1 are $250 per unit of affordable housing residential property, $468 per unit of multi-family residential property, and $580 per unit of single- family property and will increase annually each July 1 by four percent (4.0%), commencing July 1, 2026.

Although the Project was not conditioned to form CFD 2025-1, the request to form the Public Safety Services CFD will allow the project to mitigate its cost of public safety services brought on by the new residential units within the Project. The Property Owner has agreed to include these additional service costs reducing the CITY OF MURRIETA Printed on 2/6/2025Page 4 of 6
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within the Project. The Property Owner has agreed to include these additional service costs reducing the ability to finance additional facilities originally included in the EMWD CFD previously formed.

CFD No. 2025-2 would levy a separate special tax in accordance with the Mello-Roos Act on parcels of residential property to finance public maintenance services. Services eligible to be financed by CFD No. 2025- 2 include maintenance and lighting of parks, parkways, streets, roads, and open space, maintenance and operation of water quality improvements, including storm draining and flood protection facilities, landscaping, and public street sweeping. The special taxes within CFD No. 2025-2 are $274 per unit of single-family residential property and increase each July 1 by the greater of two percent (2.0%) or the year-over-year percentage increase for the month of March in the Consumer Price Index, commencing July 1, 2026.

The Maintenance Services CFD will provide funding for enhanced public maintenance services to include landscape maintenance, lighting, street sweeping and pavement management, park and trails maintenance, drainage and storm water maintenance, and graffiti abatement. The ability to finance these Project-specific costs will alleviate the general fund from subsidizing those services created by the new development of the Project and eliminate the additional costs incurred from the general benefit portion of those costs identified with each LLD formed. The Property Owner has agreed to include these additional Maintenance Service costs which reduces the amount available to finance additional facilities originally included in the EMWD CFD previously formed.

The Resolutions of Intention for both CFD No. 2025-1 and 2025-2 are the first step in the process of forming those CFDs respectively. The attached resolutions declare the City’s intention to establish CFD No. 2025-1 and CFD No. 2025-2 and call for Public Hearings. Public Hearings on the matter of the formation of CFD No. 2025-1 and CFD No. 2025-2 will take place on April 1, 2025, and at that time the City Council will formally consider the establishment of the CFDs and hold elections on the approval of the special taxes within CFD No. 2025-1 and CFD No. 2025-2. It is expected that there are no registered voters residing within the boundaries of the proposed CFD No. 2025-1 and CFD No. 2025-2, and accordingly, the election will be a landowner voting election.

Reimbursement Agreement regarding Community Facilities District No. 2025-3 The Reimbursement Agreement is a mechanism by which the Property Owner may advance certain costs related to the costs of formation of the Districts and provide that such Districts, if formed, will reimburse the Owner for the amounts advanced.

Future Actions
Based on the proposed CFD formation schedule, the following CFD formation legal actions are scheduled as follows:

Resolution of Formation - The Resolution of Formation Public Hearing will be held on April 1, 2025. The formation of the CFD 2025-1 (Safety Services), CFD 2025-2 (Maintenance Services), and CFD 2025-3 (Discovery Village) may occur after the public hearing. At that hearing, the City Council will be presented with information regarding the aforementioned CFDs, the special taxes, and public services. The public will also have the opportunity to comment. After the conclusion of the April 1, 2025, public hearing the City Council may take the following actions:

1. Adopt resolutions establishing CFD 2025-1 (Safety Services), CFD 2025-2 (Maintenance Services), and CFD 2025-3 (Discovery Village).

2. Call a special election.

3. Conduct the election.

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4. Adopt a resolution declaring the results of the election.

5. Introduce for first reading an ordinance authorizing the levy of special taxes.

Following the April 1, 2025, public hearing and landowner election, the proposed schedule to complete the formation of CFDs is a Second Reading of Ordinance authorizing special tax levy scheduled for the April 15, 2025, City Council meeting.

FISCAL IMPACT
There is no fiscal impact on the City. The Property Owner has made a deposit of $65,000 to pay for the costs of the formation proceedings which may be reimbursed to the Property Owner from proceeds of a future bond issuance in accordance with the reimbursement agreement with the Property Owner. If established and subject to necessary Council and voter approvals, each of the CFDs will annually levy special taxes on all taxable property within the applicable District in accordance with the applicable RMA (as attached to the Resolutions of Intention). Such special taxes will be used to pay for the costs of services or facilities, administration of the CFDs, and, in the case of CFD No. 2025-3, debt service on bonds. Any bonds issued by CFD No. 2025-3 are not obligations of the City and will be secured solely by the Special Taxes levied within CFD No. 2025-3. The levying of special taxes for services is expected to alleviate some of the financial impact of the new development on the costs of providing such services to the Property by the City’s General Fund.

ATTACHMENTS

1. Landowner Petition to Form Community Facilities District No. 2025-1 (Safety Services)

2. Resolution No. 25-4805 [Resolution of Intention to Form Community Facilities District No. 2025-1 (Safety Services)]

3. Landowner Petition to Form Community Facilities District No. 2025-2 (Maintenance Services)

4. Resolution No. 25-4806 [Resolution of Intention to Form Community Facilities District No. 2025-2 (Maintenance Services)]

5. Landowner Petition to Form Community Facilities District No. 2025-3 (Discovery Village)

6. Resolution No. 25-4807 [Resolution of Intention to Form Community Facilities District No. 2025-3 (Discovery Village)]

7. Resolution No. 25-4808 [Resolution of Intention to Incur Bonded Indebtedness by Community Facilities District No. 2025-3 (Discovery Village)]

8. Reimbursement Agreement regarding Community Facilities District No. 2025-3 (Discovery Village) CITY OF MURRIETA Printed on 2/6/2025Page 6 of 6
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PETITION TO THE CITY COUNCIL OF THE CITY OF

MURRIETA REQUESTING INSTITUTION OF PROCEEDINGS

FOR ESTABLISHMENT OF A COMMUNITY FACILITIES
DISTRICT (COMMUNITY FACILITIES DISTRICT NO. 2025-1
(SAFETY SERVICES) OF THE CITY OF MURRIETA)

1. The undersigned (the “Owner”) is the owner of the land described in Exhibit A hereto (the “Property”), which land is expected to included within the boundaries of a community facilities district hereby proposed to be established. The Property is located within the boundaries of the City of Murrieta (the “City”), County of Riverside.

2. The Owner requests that the City Council of the City of Murrieta (the “City Council”) institute proceedings to establish a community facilities district to be known as “Community Facilities District No. 2025-1 (Safety Services) of the City of Murrieta” (referred to herein as the “District”) pursuant to Chapter 2.5 (commencing with Section 53311), Part 1, Division 2, Title 5, of the Government Code of the State of California, commonly known as the “Mello-Roos Community Facilities Act of 1982” (the “Act”), to include all of the Property. The proposed rate and method of apportionment for the District is set forth in Exhibit C hereto.

3. The Owner further requests that the City Council designate the property described in Exhibit A hereto and designated thereon as “Potential Annexation Area” as territory proposed for annexation to the District in the future (the “Potential Annexation Area”), upon submittal of a unanimous consent and approval of the owner or owners of the parcel or parcels at the time of annexation and approval by the City Council as the legislative body of the District, or in compliance with other procedures established by the Act.

4. The boundaries of the territory which is proposed for inclusion in the District and the Potential Annexation Area are those depicted in Exhibit A hereto.

5. The Owner requests that the proposed District fund police protection services (including but not limited to criminal justice services), fire protection and suppression services and paramedic services (collectively, the “Services”). In addition, the District may fund actual or reasonably estimated costs directly related to the formation, annexation, and administration of the District including, but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, the District, or any designee thereof associated with fulfilling the District reporting requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, the District or any designee thereof related to an appeal of the Special Tax; and the City's annual administration fees and third party expenses.

Administrative Expenses shall also include amounts estimated or advanced by the City or the District for any other administrative purposes of the District, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

6. The Owner further requests that, the City Council, as legislative body of the District, annually levy special taxes on the property within the District to provide for the Services, and for the payment of administrative expenses of t he District and for such services as the City Council deems appropriate.
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EXHIBIT A

BOUNDARY MAP

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EXHIBIT B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SAFETY SERVICES)

OF THE CITY OF MURRIETA

A Special Tax (the “Special Tax”) shall be levied on and collected from each Assessor’s Parcel (defined below) in Community Facilities District No. 2025-1 (Safety Services) (the “CFD No. 2025-1” or “CFD”; defined below), in each Fiscal Year, (defined below), commencing in the Fiscal Year beginning July 1, 2025, in an amount determined by the City Council of the City of Murrieta, acting in its capacity as the legislative body of CFD No. 2025-1, by applying the rate and method of apportionment set forth below. All of the real property in CFD No. 2025-1, unless exempted by law or by the provisions herein, shall be taxed to the extent and in the manner provided herein.

A. DEFINITIONS
“Accessory Dwelling Unit” means a residential unit of limited size including smaller secondary unit(s) that shares an Assessor’s Parcel with Single Family Residential Property that has a stand-alone Residential Unit.

“Administrative Expenses” means the actual or reasonably estimated costs directly related to the formation and administration of CFD No. 2025-1 including, but not limited to:
the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, CFD No. 2025-1, or any designee thereof associated with fulfilling the CFD No. 2025-1 reporting requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2025-1 or any designee thereof related to an appeal of the Special Tax; and the City’s annual administration fees, collection expenses, and third party expenses. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2025-1 for any other administrative purposes of CFD No. 2025-1, including attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

“Administrator” means the City Manager of the City of Murrieta, or his or her designee.

“Affordable Housing” means housing as defined in State Density Bonus Law, as amended, being Chapter 4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code of the State of California.

“Affordable Housing Property” means any Affordable Housing residential property on an Assessor’s Parcel for which a building permit for new construction has been issued by the City on or prior to June 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Assessor’s Parcel” means a lot or parcel of land that is identifiable by an Assessor’s Parcel Number by the County Assessor of the County of Riverside.

“Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.

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“Assessor’s Parcel Number” means the identification number assigned to a parcel by the County Assessor of the County of Riverside.

“CFD” or “CFD No. 2025-1” means the City of Murrieta Community Facilities District No. 2025-1 (Safety Services).

“City” means the City of Murrieta.

“County” means the County of Riverside.

“Developed Property” means all Assessor’s Parcels of Taxable Property for which a building permit for new construction has been issued on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Exempt Property” means all Assessors’ Parcels desig nated as being exempt from the Special Tax as provided for in Section D.

“Fiscal Year” means the period from and including July 1 st of any year to and including the
following June 30th.

“Maximum Special Tax” means the Maximum Special Tax, as applicable, levied within the CFD for any Fiscal Year.

“Multi-Family Property” means all Assessor's Parcels of Developed Property for which a building permit or use permit for the construction of a residential structure with two or more Residential Units that share a single Assessor's Parcel Number, as determined by the Administrator, has been issued prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Proportionately” means for Taxable Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor’s Parcels.

“Rate and Method of Apportionment” or “RMA" means this Rate and Method of Apportionment of Special Taxes.

“Residential Property” means all Assessor’s Parcels of Taxable Property upon which completed Residential Units have been constructed or for which building permits have been or may be issued for purposes of constructing one or more Residential Units.

“Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with a Single Family Residential Property shall not be considered a Residential Unit for purposes of this Rate and Method of Apportionment.

“Services” means services permitted under the Mello-Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025- 1 as set forth in Appendix B.

“Single Family Property” means any residential property other than a Multi-Family Property on an Assessor’s Parcel for which a building permit for new construction has been 386

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issued by the City on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Special Tax” means the Special Tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property.

"Special Tax Requirement" means the amount to be collected in any Fiscal Year to pay for certain costs as required to meet the public safety needs of CFD No. 2025-1 in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the direct costs for (i) police protection services, (ii) paramedic services, (iii) fund an operating reserve for the costs of Services as determined by the Administrator, and (iv) Administrative Expenses. Under no circumstances shall the Special Tax Requirement include funds for bonds.
"Taxable Property" means all Assessor’s Parcels within CFD No. 2025-1, which are not Exempt Property.

“Taxable Unit” means a Residential Unit.

“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property.

B. RATE AND METHOD OF APPORTIONMENT OF MAXIMUM SPECIAL TAX RATES As of July 1 of each Fiscal Year, commencing July 1, 2025, the Council shall determine the Special Tax Requirement and shall levy the Special Tax upon each of the Assessor’s Parcels within the CFD which constitute a Developed Property of Single Family Property, Multi-Family Property, or an Affordable Housing Property until the aggregate amount of Special Tax equals the Special Tax Requirement. The Special Tax shall be levied Proportionately on all Assessor’s Parcels of Developed Property up to 100% of the applicable Maximum Special Tax to satisfy the Special Tax Requirement.

No Special Tax shall be levied upon Undeveloped Property for which a Building Permit has not been issued on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

The Maximum Special Tax for Fiscal Year 2025-2026 for a Single Family Property, Multi- Family Property, and an Affordable Housing Property are shown below in Table 1.

TABLE 1

MAXIMUM SPECIAL TAX RATES
FISCAL YEAR 2025-2026

Description
Taxable
Unit
Maximum
Special Tax
Single Family Property RU $580
Multi-Family Property RU $468
Affordable Housing Property RU $250

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Increase in the Maximum Special Tax
On each July 1, commencing on July 1, 2026 the Maximum Special Tax for Developed Property of Single Family Property and Multi-Family Property shall increase by four percent (4.0%). The Maximum Special Tax for Developed Property of Affordable Housing Property shall not increase annually.

C. TERM OF SPECIAL TAX
For each Fiscal Year, the Maximum Special Taxes shall be levied as long as the Services are being provided within the boundaries of CFD No. 2025-1.

D. EXEMPTIONS
The City shall classify as Exempt Property within CFD No. 2025-1, any Assessor’s Parcel in any of the following categories; (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by any public entity; (ii) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; (iii) Assessor’s Parcels which are privately owned but are encumbered by or restricted solely for public uses; (iv) any Assessor’s Parcel which is in use in the performance of a public function as determined by the Administrator; or (v) any Assessor’s Parcel which is not a Single Fam ily Property, Multi-Family Property, or an Affordable Housing Property; (vi) any Assessor’s Parcel that qualifies for a welfare exemption under applicable state or local law; or (vii) any Assessor’s Parcel that is owned by a property owner association and used for common area purposes.

E. APPEALS
Any property owner claiming that the amount or application of the Special Taxes are not correct may file a written notice of appeal with the City not later than twelve months after having paid the first installment of the Special Tax that is disputed. The Administrator shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and rule on the appeal. If the Administrator’s decision requires that the Special Tax for an Assessor’s Parcel be modified or changed in favor of the property owner, a cash refund shall not be made, but an adjustment shall be made to the Special Tax on that Assessor’s Parcel in the subsequent Fiscal Year(s).

F. MANNER OF COLLECTION
The Maximum Special Taxes levied in each Fiscal Year shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for ad valorem taxes. However, the District may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations.

The Maximum Special Taxes when levied shall be secured by the lien imposed pursuant to Section 3115.5 of the Streets and Highways Code. This lien shall be a continuing lien and shall secure each levy of Maximum Special Taxes. The lien of Maximum Special Taxes shall continue in force and effect until the Special Tax ceases to be levied in the manner provided by Section 53330.5 of the Government Code.
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G. INTERPRETATION
Interpretations may be made by the Council by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment. 389

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APPENDIX A

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(SAFETY SERVICES)

SUMMARY

Safety Services - It is estimated that the cost of providing police, fire protection and suppression services, and paramedic services being funded by the Special Tax for the Community Facilities District No. 2025-1 (Safety Services) will be as follows for the Fiscal Year 2025-2026:
 $580 per residential unit for Single Family Residential Property  $468 per residential unit for Multi-Family Residential Property  $250 per residential unit for Affordable Housing Residential Property

Annual Escalation - On each July 1, commencing on July 1, 2026 the Maximum Special Tax for Developed Property of Single Family Property and Multi-Family Property shall increase by four percent (4.0%). The Maximum Special Tax for Developed Property of Affordable Housing Property shall not increase annually.

Fiscal
Year
Tract/
APN
Development
Name
No. of
Taxable
Units
Land Use
Category
Maximum
Special Tax Subdivider
2025-
26 TR 38228 Discovery
Village 365 Single Family
Property $580 Discovery Village,
LLC
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APPENDIX B

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(SAFETY SERVICES)

DESCRIPTION OF AUTHORIZED SERVICES

The services which may be funded with proceeds of the special tax of CFD No. 2025-1, as provided by Section 53313 of the Act, will include some or all of the costs attributable to public safety.

These services include police protection services (including but not limited to criminal justice services), fire protection and suppression services, and paramedic services.

In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay “Administrative Expenses” as said term is defined in the Rate and Method of Apportionment and to establish an operating reserve for the costs of services as determined by the Administrator.

The above services shall be limited to those provided within the boundaries of CFD No. 2025-1 for the benefit of the properties within the boundaries of CFD No. 2025-1 and said services may be financed by proceeds of the special tax of CFD No. 2025-1 only to the extent that they are in addition to those provided in the territory of CFD No. 2025-1 before CFD No. 2025-1 was created.

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RESOLUTION NO. 25-4805

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

MURRIETA DECLARING ITS INTENTION TO ESTABLISH
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SAFETY

SERVICES) OF THE CITY OF MURRIETA, TO AUTHORIZE THE

LEVY OF A SPECIAL TAX ON PROPERTY WITHIN THE

DISTRICT TO PAY THE COSTS OF PROVIDING PUBLIC

SAFETY SERVICES
WHEREAS, the City of Murrieta (the “City”) has received a petition (the “Petition”) signed by the owner of more than ten percent of the land within the boundaries of which is proposed for inclusion in a proposed community facilities district which meets the requirements of Sections 53318 and 53319 of the Government Code of the State of California (the “Government Code”); and
WHEREAS, the City Council of the C ity (the “ City Council ”) desires to adopt this resolution of intention as provided in Section 53321 of the Government Code to establish a community facilities district consisting of the territory describ ed in Attachment “A” hereto and incorporated herein by this reference, which the City Council hereby determines shall be known as “Community Facilities District No. 2025-1 (Safety Services) of the City of Murrieta” (“Community Facilities District No. 2025-1” or the “District”) pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code (the “Act”) to (1) finance police protection services (including but not limited to criminal justice services), fire protection and suppression services, and paramedic services described in Attachment “ B” hereto and incorporated herein by this reference (the “Services”), and ( 2) finance the incidental expenses to be incurred in connection with forming and administering the District and financing the Services (the “Services Incidental Expenses”); and WHEREAS, pursuant to Sections 53329.6 and 53339 et seq. of the Act and in accordance with the request of the owner submitting the petition, the City Council pr oposes to designate the property described in Attachment “B” hereto and incorporated herein by this references as territory proposed for annexation to Community Facilities District No. 2025-1 in the future (the “Potential Annexation Area”), with the condition that a parcel or parcels within such territory may be annexed and subjected to the special tax of Community Facilities District No. 2025-1 only with the unanimous consent and approval of the owner or owners of the parcel or parcels (the “Unanimous Consent and Approval”) at the time of annexation or in compliance with other procedures established by the Act; and
WHEREAS, the City Council further intends to approve an estimate of the costs of the Services and the Services Incidental Expenses for Community Facilities District No. 2025-1; and WHEREAS, it is the intention of the City Council to consider financing the Services and the Services Incidental Expenses through the formation of Community Facilities District No. 2025-1 and the levy of a special tax to pay for such Services and Services Incidental Expenses; and
WHEREAS, it is the intention of the City Council to consider financing the Services and the Services Incidental Expenses through the annexation of additional property within the Potential Annexation Area to the District and the levy of a special tax within the pro perty so annexed to pay for the Services and the Services Incidental Expenses, provided that the special 392

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tax levies are approved by the Unanimous Consent and Approval of the owner or owners of the parcel or parcels in accordance with Sections 53329.6 and 5 3339 et seq. of the Act, and approval of the City Council acting as the legislative body of the District at the time of annexation;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MURRIETA AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. A community facilities district is proposed to be established under the terms of the Act. It is further proposed that the legal boundaries of Community Facilities District No. 2025-1 shall be those described in Attachment “A” h ereto, which boundaries shall, upon recordation of the boundary map for proposed Community Facilities District No. 2025-1, include the entirety of any parcel subject to taxation by the District. The City Council further proposes to designate the Potential Annexation Area described in Attachment “A” hereto as property proposed for annexation into the District in the future, by submittal of Unanimous Consent and Approval of the owner or owners of such parcel or parcels, as approved by the City Council acting as the legislative body of the District at the time that such parcel or parcels are annexed to the District.

The proposed boundaries of the District and the Potential Annexation Area are depicted on the map of proposed Community Facilities District No. 2025-1 which is included in Attachment “A” hereto. The City Clerk is hereby directed to sign the original map of the proposed boundaries and record it with all proper endorsements thereon with the County Recorder of the County of Riverside within 15 days after the adoption of this resolution, all as required by Section 3111 of the Streets and Highways Code of the State of California.

Section 3. The name of the proposed community facilities district shall be “Community Facilities District No. 2025-1 (Safety Services) of the City of Murrieta.” Section 4. The Services proposed to be provided for the benefit of Community Facilities District No. 2025-1 are public services as defined in the Act, and this City Council finds and determines that the Services to be financed are in addition to those provided in the territory of the District, including the Potential Annexation Area, at the present time and do not supplant services already available within the territory of the District at the present time. The City Council hereby finds and determines that the description of the Services herein is sufficiently informative to allow taxpayers within the proposed District , including the Potential Annexation Area, to understand what the funds of the District may be used to finance. The Services Incidental Expenses expected to be incurred include the costs of planning the Services, the costs of forming the District, the cost of levying and collecting a specia l tax within the proposed District and the cost of administration.

Section 5. Except where funds are otherwise available, it is the intention of the City Council to levy annually in accordance with the procedures contained in the Act a separate special tax, secured by recordation of a continuing lien against all nonexempt real prope rty in the District, sufficient to pay for the Services and the Services Incidental Expenses .

Notwithstanding the foregoing, the District shall not record a special tax lien on property within the Potential Annexation Area until the owner or owners of the parcel or parcels thereof have given their unanimous approval of the parcel’s or parcels’ annexation to the District . The rate and method of apportionment and manner of collection of the special tax es are described in 393

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detail in Attachment “C” attached he reto, which Attachment “C” is incorporated herein by this reference. Attachment “C” allows each landowner within the District to estimate the maximum amount that may be levied against each parcel.

The special taxes for Services may be increased by an amou nt not to exceed four percent (4%) per year to the extent permitted in the Rate and Method . The special tax for Services may be levied for such period as the Services are needed, as further described in Attachment “C” hereto.

The special taxes are based on the expected demand that each parcel of real property within proposed Community Facilities District No. 2025-1 will place on the Services. The City Council hereby determines that the proposed Services are necessary to meet the increased demand p laced upon the City and the existing police protection services (including but not limited to criminal justice services), fire, rescue and paramedic services in the City as a result of the development of the land proposed for inclusion in the District. Th e City Council hereby determines the rate and method of apportionment of the special tax es set forth in Attachment “C” to be reasonable. The special tax is apportioned to each parcel on the foregoing basis pursuant to Section 53325.3 of the Act and such s pecial taxes are not on or based upon the value or ownership of real property.

Section 6. A public hearing (the “Hearing”) on the establishment of the proposed Community Facilities District No. 2025-1, the proposed rate and method of apportionment of the special taxes to finance the Services and the Services 2025 Expenses shall be held 6:00 p.m., or as soon thereafter as practicable, on April 1, 2024, at the City of Murrieta Council Chambers, 1 Town Square, Murrieta, California . Should the City Council determine to form the District, a special election will be held to authorize the levy of the special tax es in accordance with the procedures contained in Government Code Section 53326. If held, the proposed voting procedure at the election will be a landown er vote with each landowner who is the owner of record of land within the District (excluding the Potential Annexation Area) at the close of the Hearing, or the authorized representative thereof, having one vote for each acre or portion thereof owned within the proposed District. Ballots for the special election may be distributed by mail or by personal service.

Section 7. The City Council does not intend to make any adjustment in property taxation pursuant to Sections 53313.6 and 53313.7 of the Act.

Section 8. At the time and place set forth above for the Hearing, any interested person, including all persons owning lands or registered to vote within proposed Community Facilities District No. 2025-1 and the Potential Annexation Area, may appear and be heard.

Section 9. Each City officer who is or will be responsible for administering the proposed Community Facilities District No. 2025-1, if it is established, is hereby directed to study the proposed District and, at or before the time of the above -mentioned Hearing, file a report with the City Council containing a brief description of services by type which will in his or her opinion be required to meet adequately the needs of Community Facilities District No. 2025- 1 and an estimate of the cost of providing those services, and an estimate of the fair and reasonable cost of Services Incidental Expenses to be incurred.

Section 10. The District may accept advances of funds or work -in-kind from any source, including, but not limited to, private persons or private entities, for any authorized purpose, including, but not limited to, paying any cost incurred in creating Community Facilities 394

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District No. 2025-1. The District may enter into an agreement with the person or enti ty advancing the funds or work -in-kind, to repay all or a portion of the funds advanced, or to reimburse the person or entity for the value, or cost, whichever is less, of the work -in-kind, as determined by the City Council, with or without interest.

Section 11. The City Clerk is hereby directed to publish a notice (the “Notice”) of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of proposed Community Facilities District No. 2025-1. The City Clerk is further directed to mail a copy of the Notice to each landowner within the boundaries of the District at least 15 days prior to the Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Heari ng, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the proposed district and a description of the proposed voting procedure for the electio n required by the Act. Such publication shall be completed at least seven (7) days prior to the date of the Hearing.

Section 12. This Resolution shall be effective upon its adoption.

PASSED AND ADOPTED by the City Council at a regular meeting held on the 4th day of February, 2025.

CITY COUNCIL OF THE CITY OF MURRIETA

By:_______________________________
Cindy Warren
Mayor of the City of Murrieta
ATTEST:
________________________________
Cristal McDonald
City Clerk of the City of Murrieta

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STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )ss.

CITY OF MURRIETA )
I, Cristal McDonald, City Clerk of the City of Murrieta, do hereby certify that the foregoing Resolution No. 25-4805 was duly adopted by the City Council of the City of Murrieta at a regular meeting held on the 4th day of February, 2025, by the following votes:

AYES:

NOES:

ABSENT:

Cristal McDonald, City Clerk

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ATTACHMENT A
Proposed Boundaries
Community Facilities District No. 2025-1 (Safety Services) of the City of Murrieta,
Riverside County, California

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ATTACHMENT B
Types of Services
to be Financed by
Community Facilities District No. 2025-1 (Safety Services) of the City of Murrieta
The services which may be funded with proceeds of the special tax of CFD No. 2025 -1, as provided by Section 53313 of the Act, will include some or all of the costs attributable to public safety. Capitalized terms used and not defined herein shall have the meanings set forth in the Rate and Method of Apportionment of Special Tax for CFD No. 2025-1.

These services include police protection services (including but not limited to criminal justice services), fire protection and suppression services, and paramedic services.

In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay “Administrative Expenses” as said term is defined in the Rate and Method of Apportionment and to establish an operati ng reserve for the costs of services as determined by the Administrator.

The above services shall be limited to those provided within the boundaries of CFD No. 2025 -1 and the Potential Annexation Area of CFD No 2025 -1 or for the benefit of the properties within the boundaries of CFD No. 2025 -1 and the Potential Annexation Area of CFD No, 2025 -1, as the boundary is expanded from time to time by anticipated annexations, and said services may be financed by proceeds of the special tax of CFD No. 2025 -1 only to the extent that they are in addition to those provided in the territory of CFD No. 2025 -1 before CFD No. 2025 -1 was created.
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ATTACHMENT C

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (SAFETY SERVICES)

OF THE CITY OF MURRIETA

A Special Tax (the “Special Tax”) shall be levied on and collected from each Assessor’s Parcel (defined below) in Community Facilities District No. 2025 -1 (Safety Services) (the “CFD No. 2025-1” or “CFD”; defined below), in each Fiscal Year, (defined below), commencing in the Fiscal Year beginning July 1, 20 25, in an amount determined by the City Council of the City of Murrieta, acting in its capacity as the legislative body of CFD No. 2025 -1, by applying the rate and method of apportionment set forth below. All of the real property in CFD No. 2025-1, unless exempted by law or by the provisions herein, shall be taxed to the extent and in the manner provided herein.

A. DEFINITIONS
“Accessory Dwelling Unit” means a residential unit of limited size including smaller secondary unit(s) that shares an Assessor’s Parcel with Single Family Residential Property that has a stand-alone Residential Unit.

“Administrative Expenses” means the actual or reasonably estimated costs directly related to the formation and administration of CFD No. 2025 -1 including, but not limi ted to:
the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, CFD No. 2025-1, or any designee thereof associated with fulfilling the CFD No. 2025 -1 reporting requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2025 -1 or any designee thereof related to an appeal of the Special Tax; and the City’s annual administra tion fees, collection expenses, and third party expenses. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2025 -1 for any other administrative purposes of CFD No. 2025-1, including attorney’s fees and other c osts related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

“Administrator” means the City Manager of the City of Murrieta, or his or her designee.

“Affordable Housing” means housing as defined in State Density Bonus Law, as amended, being Chapter 4.3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code of the State of California.

“Affordable Housing Property” means any Affordable Housing resi dential property on an Assessor’s Parcel for which a building permit for new construction has been issued by the City on or prior to June 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Assessor’s Parcel” means a lot or parcel of la nd that is identifiable by an Assessor’s Parcel Number by the County Assessor of the County of Riverside.

“Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.

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“Assessor’s Parcel Number” means the identification number assigned to a parcel by the County Assessor of the County of Riverside.

“CFD” or “CFD No. 2025 -1” means the City of Murrieta Community Facilities District No. 2025-1 (Safety Services).

“City” means the City of Murrieta.

“County” means the County of Riverside.

“Developed Property” means all Assessor’s Parcels of Taxable Property for which a building permit for new construction has been issued on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Exempt Property” means all Assessors’ Parcels designated as being exempt from the Special Tax as provided for in Section D.

“Fiscal Year” means the period from and including July 1 st of any year to and including the following June 30th.

“Maximum Special Tax” means the Maximum Special Tax, as applicable, levied within the CFD for any Fiscal Year.

“Multi-Family Property” means all Assessor's Parcels of Developed Property for which a building permit or use permit for the construction of a r esidential structure with two or more Residential Units that share a single Assessor's Parcel Number, as determined by the Administrator, has been issued prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Proportionately” means for Taxable Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor’s Parcels.

“Rate and Method of Apportionment” or “RMA" means this Rate and Method of Apportionment of Special Taxes.

“Residential Property” means all Assessor’s Parcels of Taxable Property upon which completed Residential Units have been constructed or for which building permits have been or may be issued for purposes of constructing one or more Residential Units.

“Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with a Single Family Residential Property shall not be considered a Residential Unit for purposes of this Rate and Method of Apportionment.

“Services” means services permitted under the Mello -Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025- 1 as set forth in Appendix B.

“Single Family Property” means any residential property other than a Multi -Family Property on an Assessor’s Parcel for which a building permit for new construction has been 401

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issued by the City on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Special Tax” means the Special Tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property.

"Special Tax Requirement" means the amount to be collected in any Fiscal Year to pay for certain costs as required to meet the public safety needs of CFD No. 2025 -1 in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the direct costs for (i) police protection services, (ii) paramedic services, (iii) fund an operating reserve for the costs of Services as determined by the Administrator, and (iv) Administrative Expenses. Under no circumstances shall the Special Tax Requirement include funds for bonds.
"Taxable Property" means all A ssessor’s Parcels within CFD No. 2025 -1, which are not Exempt Property.

“Taxable Unit” means a Residential Unit.

“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property.

B. RATE AND METHOD OF APPORTIONMENT OF MAXIMUM SPECIAL TAX RATES As of July 1 of each Fiscal Year, commencing July 1, 2026, the Council shall determine the Special Tax Requirement and shall levy the Special Tax upon each of the Assessor’s Parcels within the CFD which constitute a Developed Property of Single Family Property, Multi-Family Property, or an Affordable Housing Property until the aggregate amount of Special Tax equals the Special Tax Requirement. The Special Tax shall be levied Proportionately on all Assessor’s Parcel s of Developed Property up to 100% of the applicable Maximum Special Tax to satisfy the Special Tax Requirement.

No Special Tax shall be levied upon Undeveloped Property for which a Building Permit has not been issued on or prior to May 1 preceding the F iscal Year in which the Special Tax is being levied.

The Maximum Special Tax for Fiscal Year 2025 -2026 for a Single Family Property, Multi - Family Property, and an Affordable Housing Property are shown below in Table 1.

TABLE 1

MAXIMUM SPECIAL TAX RATES
FISCAL YEAR 2025-2026

Description
Taxable
Unit
Maximum
Special Tax
Single Family Property RU $580
Multi-Family Property RU $468
Affordable Housing Property RU $250

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Increase in the Maximum Special Tax
On each July 1, commencing on July 1, 2026 the Maximum Special Tax for Developed Property of Single Family Property and Multi -Family Property shall increase by four percent (4.0%). The Maximum Special Tax for Developed Property of Affordable Housing Property shall not increase annually.

C. TERM OF SPECIAL TAX
For each Fiscal Year, the Maximum Special Taxes shall be levied as long as the Services are being provided within the boundaries of CFD No. 2025-1.

D. EXEMPTIONS
The City shall classify as Exempt Property within CFD No. 2025 -1, any Assessor’s Parcel in any of the following categories; (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by any public entity; (ii) Assessor’s Parcels with public or utility easements making impractical their ut ilization for other than the purposes set forth in the easement; (iii) Assessor’s Parcels which are privately owned but are encumbered by or restricted solely for public uses; (iv) any Assessor’s Parcel which is in use in the performance of a public functi on as determined by the Administrator; or (v) any Assessor’s Parcel which is not a Single Family Property, Multi -Family Property, or an Affordable Housing Property; (vi) any Assessor’s Parcel that qualifies for a welfare exemption under applicable state or local law; or (vii) any Assessor’s Parcel that is owned by a property owner association and used for common area purposes.

E. APPEALS
Any property owner claiming that the amount or application of the Special Taxes are not correct may file a written notice of appeal with the City not later than twelve months after having paid the first installment of the Special Tax that is disputed. The Administrator shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and rule on the appeal. If the Administrator’s decision requires that the Special Tax for an Assessor’s Parcel be modified or changed in favor of the property owner, a cash refund shall not be made, but an adjustment shall be made to the Special Tax on that Assessor’s Parcel in the subsequent Fiscal Year(s).

F. MANNER OF COLLECTION
The Maximum Special Taxes levied in each Fiscal Year shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for ad valorem taxes. However, the District may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations.

The Maximum Special Taxes when levied shall be secured by the lien impos ed pursuant to Section 3115.5 of the Streets and Highways Code. This lien shall be a continuing lien and shall secure each levy of Maximum Special Taxes. The lien of Maximum Special Taxes shall continue in force and effect until the Special Tax ceases to be levied in the manner provided by Section 53330.5 of the Government Code.
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G. INTERPRETATION
Interpretations may be made by the Council by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment. 404

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APPENDIX A

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(SAFETY SERVICES)

SUMMARY

Safety Services - It is estimated that the cost of providing police and paramedic services being funded by the Special Tax for the Community Facilities District No. 2025-1 (Safety Services) will be as follows for the Fiscal Year 2025-2026:
 $580 per residential unit for Single Family Residential Property  $468 per residential unit for Multi-Family Residential Property  $250 per residential unit for Affordable Housing Residential Property

Annual Escalation - On each July 1, commencing on July 1, 2026 the Maximum Special Tax for Developed Property of Single Family Property and Multi -Family Property shall increase by four percent (4.0%). The Maximum Special Tax for Developed Property of Affordable Housing Property shall not increase annually.

Fiscal
Year
Tract/
APN
Development
Name
No. of
Taxable
Units
Land Use
Category
Maximum
Special Tax Subdivider
2025-26 TR
38228
Discovery
Village 365 Single Family
Property $580 Discovery Village,
LLC
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APPENDIX B

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(SAFETY SERVICES)

DESCRIPTION OF AUTHORIZED SERVICES

The services which may be funded with proceeds of the special tax of CFD No. 2025 -1, as provided by Section 53313 of the Act, will include some or all of the costs attributable to public safety.

These services include police protection services (including but not limited to criminal justice services), fire protection and suppression services, and paramedic services.

In addition to payment of the cost and expense of the forgoing services, proceed s of the special tax may be expended to pay “Administrative Expenses” as said term is defined in the Rate and Method of Apportionment and to establish an operating reserve for the costs of services as determined by the Administrator.

The above services shall be limited to those provided within the boundaries of CFD No. 2025 -1 for the benefit of the properties within the boundaries of CFD No. 2025 -1 and said services may be financed by proceeds of the special tax of CFD No. 2025 -1 only to the extent that they are in addition to those provided in the territory of CFD No. 2025 -1 before CFD No. 2025 -1 was created.

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PETITION TO THE CITY COUNCIL OF THE CITY OF

MURRIETA REQUESTING INSTITUTION OF PROCEEDINGS

FOR ESTABLISHMENT OF A COMMUNITY FACILITIES
DISTRICT (COMMUNITY FACILITIES DISTRICT NO. 2025-2
(MAINTENANCE SERVICES) OF THE CITY OF MURRIETA)

1. The undersigned (the “Owner”) is the owner of the land described in Exhibit A hereto (the “Property”), which land is expected to included within the boundaries of a community facilities district hereby proposed to be established. The Property is located within the boundaries of the City of Murrieta (the “City”), County of Riverside.

2. The Owner requests that the City Council of the City of Murrieta (the “City Council”) institute proceedings to establish a community facilities district to be known as “Community Facilities District No. 2025-2 (Maint enance Services) of the City of Murrieta” (referred to herein as the “District”) pursuant to Chapter 2.5 (commencing with Section 53311), Part 1, Division 2, Title 5, of the Government Code of the State of California, commonly known as the “Mello-Roos Community Facilities Act of 1982” (the “Act”), to include all of the Property.

The proposed rate and method of apportionment for the District is set forth in Exhibit C hereto.

3. The Owner further requests that the City Council designate the property described in Exhibit A hereto and designated thereon as “Potential Annexation Area” as territory proposed for annexation to the District in the future (the “Potential Annexation Area”) pursuant to the procedures set forth in Section 53339 et seq. of the Act or in compliance with other procedures established by the Act.

4. The boundaries of the territory which is proposed for inclusion in the District and the Potential Annexation Area are those depicted in Exhibit A hereto.

5. The Owner requests that the proposed District fund the services described in Exhibit D hereto (collectively, the “Services”). In addition, the District may fund actual or reasonably estimated costs directly related to the formation, annexation, and administration of the District including, but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, the District, or any designee thereof associated with fulfilling the District reporting requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, the District or any designee thereof related to an appeal of the Special Tax; and the City's annual administration fees and third party expenses.

Administrative Expenses shall also include amounts estimated or advanced by the City or the District for any other administrative purposes of the District, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

6. The Owner further requests that, the City Council, as legislative body of the District, annually levy special taxes on the property within the District to provide for the Services, and for the payment of administrative expenses of t he District and for such services as the City Council deems appropriate.
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EXHIBIT A

BOUNDARY MAP

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EXHIBIT B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

OF THE CITY OF MURRIETA

A Special Tax (the “Special Tax”) shall be levied on and collected from each Assessor’s Parcel (defined below) in Community Facilities Distri ct No. 2025-2 (Maintenance Services) (the “CFD No. 2025-2” or “CFD”; defined below), in each Fiscal Year, (defined below), commencing in the Fiscal Year beginning July 1, 2025, in an amount determined by the City Council of the City of Murrieta, acting in its capacity as the legislative body of CFD No. 2025-2, by applying the rate and method of apportionment set forth below. All of the real property in CFD No. 2025-2, unless exempted by law or by the provisions herein, shall be taxed to the extent and in the manner provided herein.

A. DEFINITIONS
“Accessory Dwelling Unit” means a residential unit of limited size including smaller secondary unit(s) that shares an Assessor’s Parcel with Single Family Residential Property that has a stand-alone Residential Unit.

“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on any Assessor’s Parcel Map, or if the land area is not shown on the Assessor’s Parcel Map, the land area as shown on the applicable Final Map, or if the area is not shown on the applicable Final Map, the land area shall be calculated by the Administrator.

“Administrative Expenses” means the actual or reasonably estimated costs directly related to the formation, annexation, and administration of CFD No. 2025-2 including, but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, CFD No. 2025-2, or any designee thereof associated with fulfilling the CFD No. 2025-2 disclosure requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2025-2 or any designee thereof related to an appeal of the Special Tax; and the City's annual administration fees, collection expenses, including payment of a proportional share of City overhead and salaries and benefits of any City employees whose duties are related to the administration of CFD No. 2025-2 and third party expenses related to CFD No. 2025-2. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2025-2 for any other administrative purposes of CFD No. 2025-2, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

“Administrator” means the City Manager of the City of Murrieta, or his or her designee.

“Approved Property” means all Assessor’s Parcels of Taxable Property that are included in a Final Map that was recorded prior to the January 1 preceding the Fiscal Year in which the Special Tax is being levied, and that have not been issued a building permit on or prior to the May 1 preceding the Fiscal year in which the Special Tax is being levied.

“Assessor’s Parcel” means a lot or parcel of land that is identifiable by an Assessor’s Parcel Number by the County Assessor of the County of Riverside.

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“Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.

“Assessor’s Parcel Number” means that identification number assigned to a parcel by the County Assessor of the County.

“Building Square Footage” or “BSF” means the floor area square footage reflected on the original construction building permit issued for construction of a building of Non-Residential Property and any Building Square Footage subsequently added to a building of such Non- Residential Property after issuance of a building permit for expansion or renovation of such building.

“Calendar Year” means the period commencing January 1 of any year and ending the following December 31.

“CFD” or “CFD No. 2025-2” means the Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta.

“City” means the City of Murrieta.

“Contingent Services” means services permitted under the Mello-Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025-2 as set forth in the documents adopted by the City Council at the time the CFD was formed to be provided by the City in the event the Administrator makes a determination pursuant to Section C(2) that a Property Owners’ Association fails to adequately provide such services.

“County” means the County of Riverside.

“Developed Property” means all Assessor’s Parcels of Taxable Property for which a building permit for new construction has been issued on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Exempt Property” means all Assessors’ Parcels desig nated as being exempt from the Special Tax as provided for in Section G.

“Final Map” means a subdivision of property by recor dation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivi sion Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 6624 that creates individual lots for which building permits may be issued without further subdivision.

“Fiscal Year” means the period from and including July 1 st of any year to and including the
following June 30th.

“Land Use Category” or “LUC” means any of the categories contained in Section B hereof to which an Assessor’s Parcel is assigned consistent with the land use approvals that have been received or proposed for the Assessor’s Parcel as of May 1 preceding the Fiscal Year in which the Special Tax is being levied.

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“Maximum Special Tax” means either Maximum Special Tax A and/or Maximum Special Tax B (Contingent), as applicable.

“Maximum Special Tax A” means for each Assessor’s Parcel and each Fiscal Year, the maximum Special Tax A, as determined in accordance with Section C below that can be levied on such Assessor’s Parcel in such Fiscal Year.
“Maximum Special Tax B (Contingent)” means for each Assessor’s Parcel and each Fiscal Year, the maximum Special Tax B (Contingent), as determined in accordance with Section C below that can be levied on such Assessor’s Parcel in such Fiscal Year.

“Multi-Family Residential Property” or “MFR” means any Assessor’s Parcel of Residential Property upon which a building or buildings comprised of attached Residential Units sharing at least one common wall with another unit are constructed or are intended to be constructed that share a single Assesso r’s Parcel Number, as determined by the Administrator.

“Non-Residential Property” or “NR” means all Assessor's Parcels of Taxable Property for which a building permit(s) was issued for a non-residential use. The Administrator shall make the determination if an Assessor’s Parcel is Non-Residential Property.

“Property Owner’s Association” or “POA” means the property owner’s association or homeowner’s association established to maintain certain Services within a Tax Zone.

“Proportionately” means for Taxable Property that is: (i) Developed Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Parcels of Approved Property, and (iii) Undeveloped Property that the ratio of the actual Special Tax levy per acre to the Maximum Special Tax per acre is the same for all Parcels of Undeveloped Property.

“Rate and Method of Apportionment” or “RMA" means this Rate and Method of Apportionment of Special Taxes.

“Residential Property” means all Assessor’s Parcels of Taxable Property upon which Residential Units have been constructed or are intended to be constructed or for which building permits have been or may be issued for purposes of constructing one or more Residential Units.

“Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with an Assessor’s Parcel classified as Single Family Residential Property shall not be considered a Residential Unit for purposes of levying the Special Tax pursuant to Section D.

“Service(s)” means services permitted under the Mello-Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025- 2 as set forth in the documents adopted by the City Council at the time the CFD was formed.

“Single Family Residential Property” or “SFR” means any Residential Property other than Multi-Family Residential Property on an Assessor’s Parcel as determined by the Administrator.
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“Special Tax(es)” means the Special Tax A or Special Tax B (Contingent) to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property.

“Special Tax A” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax A Requirement.

"Special Tax A Requirement" means for each Tax Zone that amount to be collected in any Fiscal Year to pay for certain costs as required to meet the needs of such Tax Zone within CFD No. 2025-2 in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the direct costs for maintenance services including but not limited to (i) maintenance and lighting of parks, parkways, streets, roads and open space, (ii) maintenance and operation of water quality improvements, (iii) public street sweeping, (iv) fund an operating reserve for the costs of Services as determined by the Administrator, and (v) Administrative Expenses. Under no circum stances shall the Special Tax A Requirement include funds for the repayment of bonds.
“Special Tax B (Contingent)” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax B (Contingent) Requirement, if required.

“Special Tax B (Contingent) Requirement” means that amount required in any Fiscal Year, if the POA is unable to maintain the Contingent Service(s) to: (i) pay the costs of Contingent Services incurred or otherwise payable in the Calendar Year commencing in such Fiscal Year; (ii) fund an operating reserve for the costs of Contingent Services as determined by the Administrator; less a credit for funds available to reduce the annual Special Tax B (Contingent) levy for the subsequent Fiscal Year as determined by the Administrator.

"Taxable Property" means all Assessor’s Parcels within CFD No. 2025-2, which are not Exempt Property.

“Taxable Unit” means a Residential Unit, Building Square Footage, or an Acre.

"Tax Zone" means a mutually exclusive geographic area, within which particular Special Tax rates may be levied following annexation of additional property to the CFD and pursuant to an amended Rate and Method of Apportionment of Special Tax. Appendix C identifies the Tax Zone Original included in CFD No. 2025-2 at formation; additional Tax Zones may be created when property is annexed into the CFD.

"Tax Zone Original" means the specific geographic area identified on the CFD Boundary Map as Tax Zone Original included in Appendix C.

"Tract(s)" means an area of land: i) within a subdivision identified by a particular tract number on a Final Map, ii) identified within a Parcel Map; or iii) identified within lot line adjustment approved for subdivision.

“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property or Approved Property.

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B. ASSIGNMENT TO LAND USE CATEGORIES
For each Fiscal Year, all Assessor’s Parcels of Taxable Property within CFD No. 2025-2 shall be classified as Developed Property, Approved Property, or Undeveloped Property, and shall be subject to the levy of Special Taxes as determined pursuant to Sections C and D below. Assessor’s Parcels of Developed Property and Approved Property shall be classified as either Residential Property or Non-Residential Property. Residential Property shall be further classified as Single Family Residential Property or Multi-Family Residential Property and the number of Residential Units shall be determined by the Administrator.

C. MAXIMUM SPECIAL TAX RATES
For purposes of determining the applicable Maximum Special Tax for Assessor’s Parcels of Developed Property and Approved Property which are classified as Residential Property, all such Assessor’s Parcels shall be assigned the number of Residential Unit(s) constructed or to be constructed thereon as specified in or shown on the building permit(s) issued or Final Map as determined by the Administrator. Once a single family attached or multi-family building or buildings have been built on an Assessor's Parcel, the Administrator shall determine the actual number of Residential Units contained within the building or buildings, and the Special Tax A levied against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Residential Units by the Maximum Special Tax per Residential Unit for the Tax Zone below or as included in Appendix A as future annexations occur.

To determine the Maximum Special Tax for Non-Residential Developed and Approved Properties, the Administrator assigns each Assessor's Parcel a Building Square Footage or Acreage based on the Final Map. The Special Tax A for the next Fiscal Year is calculated by multiplying this figure by the Maximum Special Tax per Taxable Unit for the applicable Tax Zone, as identified below or in Appendix A for future annexations.

1. Special Tax A
a. Developed Property
(i) Maximum Special Tax A
The Maximum Special Tax A for each Assessor’s Parcel of Developed Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zones annexed and included in Appendix A. The Maximum Special Tax A for Developed Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 1 below:

TABLE 1

MAXIMUM SPECIAL TAX A RATES

DEVELOPED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum
Special Tax A
Original TR 38228 Single Family Residential
Property
RU $274

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(ii) Increase in the Maximum Special Tax A
On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Pric e Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index fo r the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii) Multiple Land Use Categories
In some instances, an Assessor's Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax A that can be levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax A that can be levied for each Land Use Category located on that Assessor's Parcel. For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel. The Administrator's allocation to each type of property shall be final.

b. Approved Property
The Maximum Special Tax A for each Assessor’s Parcel of Approved Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax A for Approved Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 2 below:

TABLE 2

MAXIMUM SPECIAL TAX A RATES

APPROVED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum
Special Tax A
Original TR 38228 Single Family Residential
Property
RU $274

On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Pric e Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index fo r the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.
c. Undeveloped Property
The Maximum Special Tax A for each Assessor’s Parcel of Undeveloped Property shall be specific to each Tax Zone within the CFD. When additional property is 416

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annexed into CFD No. 2025-2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax A for Undeveloped Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 3 below:

TABLE 3

MAXIMUM SPECIAL TAX A RATES

UNDEVELOPED PROPERTY

Tax Zone
Tracts Taxable Unit
Maximum Special Tax
A
Original TR 38228 Acre $8,839

On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

2. Special Tax B (Contingent)
The City Council shall levy Special Tax B (Contingent) only in the event the POA defaults in its obligation to maintain the Contingent Services, which default shall be deemed to have occurred, as determined by the Administrator, in each of the following circumstances:
(a) The POA files for bankruptcy;
(b) The POA is dissolved;
(c) The POA ceases to impose dues or levy annual assessments sufficient to provide for the Contingent Services; or
(d) The POA fails to provide the Contingent Services at the same level as the City provides similar services and maintains similar improvements throughout the City and within ninety (90) days after written notice from the City, or such longer period permitted by the City Manager, fails to remedy the deficiency to the reasonable satisfaction of the City Council.

a. Developed Property

(i) Maximum Special Tax B (Contingent)
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Taxable Property is shown in Table 4 and shall be specific to each Tax Zone within the CFD.

When additional property is annexed into CFD No. 2025-2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zones annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 4 below:
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TABLE 4

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

DEVELOPED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
Original TR 38228 Single Family Residential
Property
RU $0

(ii) Increase in the Maximum Special Tax B (Contingent) On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Pric e Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index fo r the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii) Multiple Land Use Categories
In some instances, an Assessor's Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax B (Contingent) that can be levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax B (Contingent) that can be levied for each Land Use Category located on that Assessor's Parcel. For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel. The Administrator's allocation to each type of property shall be final.

b. Approved Property
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Approved Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025- 26 within Tax Zone Original is identified in Table 5 below:

TABLE 5

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

APPROVED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
Original TR 38228 Single Family Residential
Property
RU $0

On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside-San 418

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Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

c. Undeveloped Property
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Undeveloped Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025- 26 within Tax Zone Original is identified in Table 6 below:

TABLE 6

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

UNDEVELOPED PROPERTY

Tax Zone
Tracts Taxable Unit
Maximum Special
Tax B (Contingent)
Original TR 38228 Acre $0

On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

D. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX

1. Special Tax A
Commencing with Fiscal Year 2025-26 and for each following Fiscal Year, the City Council shall determine the Special Tax A Requirement for each Tax Zone and shall levy the Special Tax A on all Assessor’s Parcels of Taxable Property within such Tax Zone until the aggregate amount of Special Tax A equals the Special Tax A Requirement for such Tax Zone. The Special Tax A shall be levied for each Fiscal Year as follows:

First: The Special Tax A shall be levied Proportionately on all Assessor’s Parcels of Developed Property up to 100% of the applicable Maximum Special Tax A to satisfy the Special Tax A Requirement;
Second: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax A for Approved Property;
Third: If additional monies are needed to satisfy the Special Tax A Requirement after the first two steps has been completed, the Special Tax A shall be levied Proportionately on all Assessor’s Parcels of Undeveloped Property up to 100% of the Maximum Special Tax A for Undeveloped Property.
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2. Special Tax B (Contingent)
Commencing with the first Fiscal Year in which Special Tax B (Contingent) is authorized to be levied and for each following Fiscal Year, the City Council shall determine the Special Tax B (Contingent) Requirement for each Tax Zone, if any, and shall levy the Special Tax on all Assessor’s Parcels of Taxable Property within such Tax Zone until the aggregate amount of Special Tax B (Contingent) equals the Special Tax B (Contingent) Requirement for such Tax Zone. The Special Tax B (Contingent) shall be levied for each Fiscal Year as follows:

First: The Special Tax B (Contingent) shall be levied Proportionately on all Assessor’s Parcels of Developed Property up to 100% of the applicable Maximum Special Tax B (Contingent) to satisfy the Special Tax B (Contingent) Requirement; Second: If additional moneys are needed to satisfy the Special Tax B (Contingent) Requirement after the first step has been completed, the Special Tax B (Contingent) shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax B (Contingent) for Approved Property; Third: If additional monies are needed to satisfy the Special Tax B (Contingent) Requirement after the first two steps has been completed, the Special Tax B (Contingent) shall be levied Proportionately on all Assessor’s Parcels of Undeveloped Property up to 100% of the Maximum Special Tax B (Contingent) for Undeveloped Property.

E. FUTURE ANNEXATIONS
It is anticipated that additional properties will be annexed to CFD No. 2025-2 from time to time. As each annexation is proposed, an analysis will be prepared to determine the annual cost for providing Services to such properties. Based on this analysis, any properties to be annexed, pursuant to California Government Code section 53339 et seq. will be assigned the appropriate Maximum Special Tax rates for the Tax Zone when annexed and included in Appendix A.

F. DURATION OF SPECIAL TAX
For each Fiscal Year, the Special Tax A shall be levied as long as the Services are being provided.

For each Fiscal Year, the Special Tax B (Contingent) shall be levied as long as the Contingent Services are being provided.

G. EXEMPTIONS
The City shall classify as Exempt Property within CFD No. 2025-2, all Assessor’s Parcels; (i) which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by any public entity; (ii) with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; (iii) which are privately owned but are encumbered by or restricted solely for public uses; or (iv) which are in use in the performance of a public function as determined by the Administrator; (v) any Assessor’s Parcel that qualifies for a welfare exemption under applicable state or local law; or (vi) any 420

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Assessor’s Parcel that is owned by a property owner association and used for common area purposes.

H. APPEALS
Any property owner claiming that the amount or application of the Special Taxes are not correct may file a written notice of appeal with the City not later than twelve months after having paid the first installment of the Special Tax that is disputed. The Administrator of CFD No. 2025-2 shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and rule on the appeal. If the Administrator’s decision requires that the Special Tax for an Assessor’s Parcel be modified or changed in favor of the property owner, a cash refund shall not be made, but an adjustment shall be made to the Special Tax on that Assessor’s Parcel in the subsequent Fiscal Year(s).

I. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2025-2 may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations.

J. INTERPRETATION
Interpretations may be made by the Council by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment. 421

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APPENDIX A

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

COST ESTIMATE
Special Tax A Services - The estimate breaks down the costs of providing one year's maintenance services for Fiscal Year 2025-26. These services are being funded by the levy of Special Tax A for Community Facilities District No. 2025-2.

TAX ZONE ORIGINAL (SERVICES)
TRACT NO. 38228
Item Description Estimated Cost
1 Landscaping $16,301
2 Streetlights $3,360
3 Traffic Signals $0
4 Street &
Pavement
$15,381
5 Drainage $8,416
6 Parks $34,206
7 Trails $4,285
8 Graffiti Abatement $1,607
9 Reserves $3,693
10 Administration $12,761
Total $100,010
Special Tax B Contingent Services – There are no services being funded by the levy of Special Tax B (Contingent) for Community Facilities District No. 2025-2. However, additional Tax Zones may have Special Tax B Contingent Services being provided.

MAXIMUM SPECIAL TAXES ASSIGNED TO EACH TAX ZONE
Tax
Zone
Fiscal
Year
Included Tract
No. of
Taxable
Units
Land
Use
Category
Taxable
Unit
Maximum
Special
Tax A
Maximum
Special Tax
B
(Contingent) Subdivider
Original 2025-26 38228 365 SFR RU $274 $0
Discovery
Village,
LLC

ESCALATION OF MAXIMUM SPECIAL TAXES
On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater. 422

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APPENDIX B

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

DESCRIPTION OF AUTHORIZED SERVICES

The services which may be funded with proceeds of the special tax of CFD No. 2025-2, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (may include reserves for replacement) in public street right-of-way, public landscaping, public open spaces and other similar landscaped areas officially dedicated for public use. These services including the following:
(a) maintenance and lighting of parks, parkways, streets, roads and open space, which maintenance and lighting services may include, without limitation, furnishing of electrical power to street lights and traffic signals; repair and replacement of damaged or inoperative light bulbs, fixtures and standards; maintenance (including irrigation and replacement) of landscaping vegetation situated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance of public signage; graffiti removal from and maintenance and repair of public structures situated on parks, parkways, streets, roads and open space; maintenance and repair of playground or recreation program equipment or facilities situated on any park; and

(b) maintenance and operation of water quality improvements which include storm drainage and flood protection facilities, including, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities.

Maintenance services may include but is not limited to the repair, removal or replacement of all or part of any of the water quality improvements, fossil fuel filters within the public right-of-way including the removal of petroleum hydrocarbons and other pollutants from water runoff, or appurtenant facilities, clearing of inlets and outlets; erosion repairs; and cleanup to improvements, and other items necessary for the maintenance and servicing of the water quality basin improvements within flood control channel improvements; and

(c) public street sweeping, on the segments of the arterials within the boundaries of CFD No. 2025-2; as well as local roads within residential subdivisions located within CFD No. 2025-2; and any portions adjacent to the properties within CFD No. 2025-2; and

In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay “Administrative Expenses,” as said term is defined in the Rate and Method of Apportionment.

The above services may be financed by proceeds of the special tax of CFD No. 2025-2 only to the extent that they are in addition to those provided in the territory of CFD No. 2025-2 before CFD No. 2025-2 was created or those provided in the territory annexed to CFD No. 2025-2 before the territory was annexed, as applicable.
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APPENDIX C

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

PROPOSED BOUNDARIES AND POTENTIAL ANNEXATION AREA BOUNDARIES

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RESOLUTION NO. 25-4806

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

MURRIETA DECLARING ITS INTENTION TO ESTABLISH
COMMUNITY FACILITIES DISTRICT NO. 2025-2
(MAINTENANCE SERVICES) OF THE CITY OF MURRIETA, TO

AUTHORIZE THE LEVY OF A SPECIAL TAX ON PROPERTY

WITHIN THE DISTRICT TO PAY THE COSTS OF PROVIDING

PUBLIC MAINTENANCE SERVICES
WHEREAS, the City of Murrieta (the “City”) has received a petition (the “Petition”) signed by the owner of more than ten percent of the land within the boundaries of which is proposed for inclusion in a proposed community facilities district which meets the requirements of Sections 53318 and 53319 of the Government Code of the State of California (the “Govern ment Code”); and
WHEREAS, the City Council of the City (the “City Council”) desires to adopt this resolution of intention as provided in Section 53321 of the Government Code to establish a community facilities district consisting of the territory described in Attachment “A” hereto and incorporated herein by this reference, which the City Council hereby determines shall be known as “Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta” (“Community Facilities District No. 2025-2” or the “District”) pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code (the “Act”) to (1) finance the services described in Attachment “B” hereto and incorporated herein by this reference (the “Services”), and (2) finance the incidental expenses to be incurred in connection with forming and administering the District and financing the Services (the “Services Incidental Expenses”); and
WHEREAS, the City Council proposes to design ate the property described in Attachment “B” hereto and incorporated herein by this references as territory proposed for annexation to Community Facilities District No. 2025-2 in the future (the “Potential Annexation Area”), with the condition that a parce l or parcels within such territory shall be annexed and subjected to the special tax of Community Facilities District No. 2025-2 pursuant to the procedures set forth in Section 53339 et seq. of the Act or in compliance with other procedures established by the Act; and
WHEREAS, the City Council further intends to approve an estimate of the costs of the Services and the Services Incidental Expenses for Community Facilities District No. 2025-2; and WHEREAS, it is the intention of the City Council to consider financing the Services and the Services Incidental Expenses through the formation of Community Facilities District No. 2025-2 and the levy of a special tax to pay for such Services and Services Incidental Expenses;

NOW, THEREFORE, BE IT RESOLVED BY THE CI TY COUNCIL OF THE CITY OF MURRIETA AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. A community facilities district is proposed to be established under the terms of the Act. It is further proposed that the legal boundaries of Community Facilities District No. 2025-2 shall be those described in Attachment “A” hereto, which boundaries sh all, upon 425

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recordation of the boundary map for proposed Community Facilities District No. 2025-2, include the entirety of any parcel subject to taxation by the District. The City Council further proposes to designate the Potential Annexation Area described in Attachment “A” hereto as property proposed for annexation into the District in the future, as approved by the City Council acting as the legislative body of the District.

The proposed boundaries of the District and the Potential Annexation Area are depicted on the map of the proposed Community Facilities District No. 2025-2, which is included in Attachment “A” hereto. The City Clerk is hereby directed to sign the original map of the proposed boundaries and record it with all proper endorsements thereon with the County Recorder of the County of Riverside within 15 days after the adoption of this resolution, all as required by Section 3111 of the Streets and Highways Code of the State of California.

Section 3. The name of the proposed community facilit ies district shall be “Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta.” Section 4. The Services proposed to be provided for the benefit of Community Facilities District No. 2025-2 are public services as defined in the Act, and this City Council finds and determines that the Services to be financed are in addition to those provided in the territory of the District, including the Potential Annexation Area, at the present time and do not supplant services already available within the territory of the District at the present time. The City Council hereby finds and determines that the description of the Services herein is sufficiently informative to allow taxpayers within the proposed District, including the Potential Annexation Area, to understand what the funds of the District may be used to finance. The Services Incidental Expenses expected to be incurred include the costs of planning the Services, the costs of forming the District, the cost of levying and collecting a special tax within the proposed District and the cost of administration.

Section 5. Except where funds are otherwise available, it is the intention of the City Council to levy annually in accordance with the procedures contained in the Act a separate special tax, secured by recordation of a continuing lien against all nonexempt real property in the District, sufficient to pay for the Services and the Services Incidental Expenses.

Notwithstanding the foregoing, the District shall not record a special tax l ien on property within the Potential Annexation Area until the owner or owners of the parcel or parcels thereof have given their unanimous approval of the parcel’s or parcels’ annexation to the District. The rate and method of apportionment and manner of collection of the special taxes are described in detail in Attachment “C” attached hereto, which Attachment “C” is incorporated herein by this reference. Attachment “C” allows each landowner within the District to estimate the maximum amount that may be levied against each parcel.

The special taxes for Services may be increased based on the year-over-year percentage increase for the month of March in the consumer price index by an amount not to exceed two percent (2%) per year to the extent permitted in th e Rate and Method. The special tax for Services may be levied for such period as the Services are needed, as further described in Attachment “C” hereto.

The special taxes are based on the expected demand that each parcel of real property within the proposed Community Facilities District No. 2025-2 will place on the Services. The City Council hereby determines that the proposed Services are necessary to meet the increased demand placed upon the City and the existing services in the City as a result of the development of the land proposed for inclusion in the District. The City Council hereby 426

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determines the rate and method of apportionment of the special taxes set forth in Attachment “C” to be reasonable. The special tax is apportioned to each parcel on the foregoing basis pursuant to Section 53325.3 of the Act and such special taxes are not on or based upon the value or ownership of real property.

Section 6. A public hearing (the “Hearing”) on the establishment of th e proposed Community Facilities District No. 2025-2, the proposed rate and method of apportionment of the special taxes to finance the Services and the Services Incidental Expenses shall be held 6:00 p.m., or as soon thereafter as practicable, on April 1 , 2025, at the City of Murrieta Council Chambers, 1 Town Square, Murrieta, California. Should the City Council determine to form the District, a special election will be held to authorize the levy of the special taxes in accordance with the procedures contained in Government Code Section 53326. If held, the proposed voting procedure at the election will be a landowner vote with each landowner who is the owner of record of land within the District (excluding the Potential Annexation Area) at the close of the Hearing, or the authorized representative thereof, having one vote for each acre or portion thereof owned within the proposed District. Ballots for the special election may be distributed by mail or by personal service.

Section 7. The City Council does n ot intend to make any adjustment in property taxation pursuant to Sections 53313.6 and 53313.7 of the Act.

Section 8. At the time and place set forth above for the Hearing, any interested person, including all persons owning lands or registered to vote wit hin proposed Community Facilities District No. 2025-2 and in the Potential Annexation Area, may appear and be heard.

Section 9. Each City officer who is or will be responsible for administering the proposed Community Facilities District No. 2025-2, if it i s established, is hereby directed to study the proposed District and, at or before the time of the above -mentioned Hearing, file a report with the City Council containing a brief description of services by type which will in his or her opinion be required to meet adequately the needs of Community Facilities District No. 2025- 2 and an estimate of the cost of providing those services, and an estimate of the fair and reasonable cost of Services Incidental Expenses to be incurred.

Section 10. The District may a ccept advances of funds or work -in-kind from any source, including, but not limited to, private persons or private entities, for any authorized purpose, including, but not limited to, paying any cost incurred in creating Community Facilities District No. 2025-2. The District may enter into an agreement with the person or entity advancing the funds or work -in-kind, to repay all or a portion of the funds advanced, or to reimburse the person or entity for the value, or cost, whichever is less, of the work -in-kind, as determined by the City Council, with or without interest.

Section 11. The City Clerk is hereby directed to publish a notice (the “Notice”) of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of proposed Community Facilities District No. 2025-2. The City Clerk is further directed to mail a copy of the Notice to each landowner within the boundaries of the District at least 15 days prior to the Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Hearing, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the proposed dis trict and a description of the proposed voting procedure for the election required by the Act. Such publication shall be completed at least seven (7) days prior to the date of the Hearing.
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Section 12. This Resolution shall be effective upon its adoption.

PASSED AND ADOPTED by the City Council at a regular meeting held on the 4th day of February, 2025.

CITY COUNCIL OF THE CITY OF MURRIETA

By:_______________________________
Cindy Warren
Mayor of the City of Murrieta
ATTEST:
________________________________
Cristal McDonald
City Clerk of the City of Murrieta

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STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )ss.

CITY OF MURRIETA )

I, Cristal McDonald, City Clerk of the City of Murrieta, do hereby certify that the foregoing Resolution No. 25-4806 was duly adopted by the City Council of the City of Murrieta at a regular meeting held on the 4th day of February, 2025, by the following votes:

AYES:

NOES:

ABSENT:

Cristal McDonald, City Clerk

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ATTACHMENT A
Proposed Boundaries
Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta,
Riverside County, California

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ATTACHMENT B
Types of Services
to be Financed by
Community Facilities District No. 2025-2 (Maintenance Services) of the City of Murrieta
The services which may be funded with proceeds of the special tax of CFD No. 2025 -2, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (may include reserves for replacement) in public street right-of-way, public landscaping, public open spaces and o ther similar landscaped areas officially dedicated for public use. These services including the following:
(a) maintenance and lighting of parks, parkways, streets, roads and open space, which maintenance and lighting services may include, without limitation, furnishing of electrical power to street lights and traffic signals; repair and replacement of damaged or inoperative light bulbs, fixtures and standards; maintenance (including irrigation and replacement) of landscaping vegetation situated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance of public signage; graffiti removal from and maintenance and repair of public structures situated on parks, parkways, streets, roads and open space; maintenance and repair of playground or recreation program equipment or facilities situated on any park; and

(b) maintenance and operation of water quality improvements which include storm drainage and flood protection facilities, includ ing, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities.

Maintenance services may include but is not limited to the repair, removal or replacement of all or part of any of the water quality improvements, fossil fuel filters within the public right -of-way including the removal of petroleum hydrocarbons and other pollutants from water runoff, or appurtenant facilities, clearing of inlets and outlets; erosion repai rs; and cleanup to improvements, and other items necessary for the maintenance and servicing of the water quality basin improvements within flood control channel improvements; and

(c) public street sweeping, on the segments of the arterials within the bo undaries of CFD No. 2025 -2; as well as local roads within residential subdivisions located within CFD No. 2025-2; and any portions adjacent to the properties within CFD No. 2025-2; and

In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay “Administrative Expenses,” as said term is defined in the Rate and Method of Apportionment.

The above services may be financed by p roceeds of the special tax of CFD No. 2025 -2 only to the extent that they are in addition to those provided in the territory of CFD No. 2025 -2 before CFD No. 2025 -2 was created or those provided in the territory annexed to CFD No. 2025 -2 before the territory was annexed, as applicable.
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ATTACHMENT C

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

OF THE CITY OF MURRIETA

A Special Tax (the “Special Tax”) shall be levied on and collected from each Assessor’s Parcel (defined below) in Community Facilities District No. 2025 -2 (Maintenance Services) (the “CFD No. 2025-2” or “CFD”; defined below), in each Fiscal Year, (defined below), commencing in the Fiscal Year beginning July 1, 2025, in an amount determined by the City Council of the C ity of Murrieta, acting in its capacity as the legislative body of CFD No. 2025 -2, by applying the rate and method of apportionment set forth below. All of the real property in CFD No. 2025-2, unless exempted by law or by the provisions herein, shall be t axed to the extent and in the manner provided herein.

A. DEFINITIONS
“Accessory Dwelling Unit” means a residential unit of limited size including smaller secondary unit(s) that shares an Assessor’s Parcel with Single Family Residential Property that has a stand-alone Residential Unit.

“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on any Assessor’s Parcel Map, or if the land area is not shown on the Assessor’s Parcel Map, the land area as shown on the applicable Final Map, or if the area is not shown on the applicable Final Map, the land area shall be calculated by the Administrator.

“Administrative Expenses” means the actual or reasonably estimated costs directly related to the formation, annexation, and administration of CFD No. 2 025-2 including, but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, CFD No. 2025-2, or any designee thereof associated with fulfilling the CFD No. 2025-2 disclosure requirements; the costs associated with responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2025 -2 or any designee thereof related to an appeal of the Special Tax; and the City's annual administration fees, collection expenses, including payment of a proportional share of City overhead and salaries and benefits of any City employees whose duties are related to the administration of CFD No. 2025 -2 and third party expens es related to CFD No. 2025 -2. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2025 -2 for any other administrative purposes of CFD No. 2025 -2, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

“Administrator” means the City Manager of the City of Murrieta, or his or her designee.

“Approved Property” means all Assessor’s Parcels of Taxable Property that are included in a Final Map that was recorded prior to the January 1 preceding the Fiscal Year in which the Special Tax is being levied, and that have not been issued a building permit on or prior to the May 1 preceding the Fiscal year in which the Special Tax is being levied.

“Assessor’s Parcel” means a lot or parcel of land that is identifiable by an Assessor’s Parcel Number by the County Assessor of the County of Riverside.

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“Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.

“Assessor’s Parcel Number” means that identification number assigned to a parcel by the County Assessor of the County.

“Building Square Footage” or “BSF” means the floor area square footage reflected on the original construction building permit issued for construction of a building of Non -Residential Property and any Building Square Footage subsequently added to a building of such Non - Residential Property after issuance of a building permit for expansion or renovation of such building.

“Calendar Year” means the period commencing January 1 of any year and ending the following December 31.

“CFD” or “CFD No. 2025 -2” means the Community Facilities District No. 2025 -2 (Maintenance Services) of the City of Murrieta.

“City” means the City of Murrieta.

“Contingent Services” means services permitted under the Mello -Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025 -2 as set forth in the documents adopte d by the City Council at the time the CFD was formed to be provided by the City in the event the Administrator makes a determination pursuant to Section C(2) that a Property Owners’ Association fails to adequately provide such services.

“County” means the County of Riverside.

“Developed Property” means all Assessor’s Parcels of Taxable Property for which a building permit for new construction has been issued on or prior to May 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Exempt Property” means all Assessors’ Parcels designated as being exempt from the Special Tax as provided for in Section G.

“Final Map” means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivisio n Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 6624 that creates individual lots for which building permits may be issued without further subdivision.

“Fiscal Year” means the period from and including July 1 st of any year to and including the following June 30th.

“Land Use Category” or “LUC” means any of the categories contained in Section B hereof to which an Assessor’s Parcel is assigned consistent with the land use approvals that have been received or proposed for the Assessor’s Parcel as of May 1 preceding the Fiscal Year in which the Special Tax is being levied.

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“Maximum Special Tax” means either Maximum Special Tax A and/or Maximum Special Tax B (Contingent), as applicable.

“Maximum Special Tax A” means for each Assessor’s Parcel and each Fiscal Year, the maximum Special Tax A, as dete rmined in accordance with Section C below that can be levied on such Assessor’s Parcel in such Fiscal Year.

“Maximum Special Tax B (Contingent)” means for each Assessor’s Parcel and each Fiscal Year, the maximum Special Tax B (Contingent), as determined i n accordance with Section C below that can be levied on such Assessor’s Parcel in such Fiscal Year.

“Multi-Family Residential Property” or “MFR” means any Assessor’s Parcel of Residential Property upon which a building or buildings comprised of attached R esidential Units sharing at least one common wall with another unit are constructed or are intended to be constructed that share a single Assessor’s Parcel Number, as determined by the Administrator.

“Non-Residential Property” or “NR” means all Assessor's Parcels of Taxable Property for which a building permit(s) was issued for a non -residential use. The Administrator shall make the determination if an Assessor’s Parcel is Non-Residential Property.

“Property Owner’s Association” or “POA” means the proper ty owner’s association or homeowner’s association established to maintain certain Services within a Tax Zone.

“Proportionately” means for Taxable Property that is: (i) Developed Property, that the ratio of the actual Special Tax levy to the Maximum Specia l Tax is the same for all Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Parcels of Approved Property, and (iii) Undeveloped Property that the ratio of the actual Special Tax levy per acre to the Maximum Special Tax per acre is the same for all Parcels of Undeveloped Property.

“Rate and Method of Apportionment” or “RMA" means this Rate and Method of Apportionment of Special Taxes.

“Residential Property” means all Assessor’s Parcels of Taxable Property upon which Residential Units have been constructed or are intended to be constructed or for which building permits have been or may be issued for purposes of constructing one or more Residential Units.

“Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with an Assessor’s Parcel classified as Single Family Residential Property shall not be considered a Residential Unit for purposes of levying the Special Tax pursuant to Section D.

“Service(s)” means services permitted under the Mello -Roos Community Facilities Act of 1982 including, without limitation, those services authorized to be funded by CFD No. 2025 - 2 as set forth in the documents adopted by the City Council at the time the CFD was formed.

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“Single Family Residential Property” or “SFR” means any Residential Property other than Multi -Family Residential Property on an Assessor’s Parcel as determined by the Administrator.

“Special Tax(es)” means the Special Tax A or Special Tax B (Contingent) to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property.

“Special Tax A” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax A Requirement.

"Special Tax A Requirement" means for each Tax Zone that amount to be collected in any Fiscal Year to pay for certain costs as required to meet the needs of such Tax Zone within CFD No. 2025 -2 in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the direct costs for maintenance services including but not limited to (i) maintenance and lighting of parks, parkways, streets, roads and open space, (ii) maintenance and operation of water quality improvements, (iii) public street sweeping, (iv) fund an operating reserve for the costs of Services as determined by the Administrator, a nd (v) Administrative Expenses. Under no circumstances shall the Special Tax A Requirement include funds for the repayment of bonds.
“Special Tax B (Contingent)” means the annual special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Tax able Property to fund the Special Tax B (Contingent) Requirement, if required.

“Special Tax B (Contingent) Requirement” means that amount required in any Fiscal Year, if the POA is unable to maintain the Contingent Service(s) to: (i) pay the costs of Contingent Services incurred or otherwise payable in the Calendar Year commencing in such Fiscal Year; (ii) fund an operating reserve for the costs of Contingent Services as determined by the Administrator; less a credit for funds available to reduce the annu al Special Tax B (Contingent) levy for the subsequent Fiscal Year as determined by the Administrator.

"Taxable Property" means all Assessor’s Parcels within CFD No. 2025 -2, which are not Exempt Property.

“Taxable Unit” means a Residential Unit, Building Square Footage, or an Acre.

"Tax Zone" means a mutually exclusive geographic area within which particular Special Tax rates may be levied following the annexation of additional property to the CFD and pursuant to an amended Rate and Method of Apportionment of Special Tax. Appendix C identifies the Tax Zone Original included in CFD No. 2025 -2 at formation; additional Tax Zones may be created when property is annexed into the CFD.

"Tax Zone Original" means the specifi c geographic area identified on the CFD Boundary Map as Tax Zone Original included in Appendix C.

"Tract(s)" means an area of land: i) within a subdivision identified by a particular tract number on a Final Map, ii) identified within a Parcel Map; or iii) identified within lot line adjustment approved for subdivision.

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“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property or Approved Property.

B. ASSIGNMENT TO LAND USE CATEGORIES
For each Fiscal Year, a ll Assessor’s Parcels of Taxable Property within CFD No. 2025 -2 shall be classified as Developed Property, Approved Property, or Undeveloped Property, and shall be subject to the levy of Special Taxes as determined pursuant to Sections C and D below. Asses sor’s Parcels of Developed Property and Approved Property shall be classified as either Residential Property or Non -Residential Property. Residential Property shall be further classified as Single Family Residential Property or Multi -Family Residential Property and the number of Residential Units shall be determined by the Administrator.

C. MAXIMUM SPECIAL TAX RATES
For purposes of determining the applicable Maximum Special Tax for Assessor’s Parcels of Developed Property and Approved Property which are class ified as Residential Property, all such Assessor’s Parcels shall be assigned the number of Residential Unit(s) constructed or to be constructed thereon as specified in or shown on the building permit(s) issued or Final Map as determined by the Administrato r. Once a single family attached or multi -family building or buildings have been built on an Assessor's Parcel, the Administrator shall determine the actual number of Residential Units contained within the building or buildings, and the Special Tax A levi ed against the Assessor’s Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Residential Units by the Maximum Special Tax per Residential Unit for the Tax Zone below or as included in Appendix A as future annexations occur.

To determine the Maximum Special Tax for Non -Residential Developed and Approved Properties, the Administrator assigns each Assessor's Parcel a Building Square Footage or Acreage based on the Final Map. The Special Tax A for the next Fiscal Year is calculated by multiplying this figure by the Maximum Special Tax per Taxable Unit for the applicable Tax Zone, as identified below or in Appendix A for future annexations.

1. Special Tax A
a. Developed Property
(i) Maximum Special Tax A
The Maximum Special Tax A for each Assessor’s Parcel of Developed Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025 -2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zones annexed and included in Appendix A. The Maximum Special Tax A for Developed Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 1 below:
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TABLE 1

MAXIMUM SPECIAL TAX A RATES

DEVELOPED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum
Special Tax A
Original TR 38228 Single-Family Residential
Property
RU $274

(ii) Increase in the Maximum Special Tax A
On each July 1, commencing on July 1, 2026 , the Maximum Special Tax A for Developed Property shall increase by i) the year -over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii) Multiple Land Use Categories
In some instances, an Assessor's Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax A that can be levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax A that can be levied for each Land Use Category located on that Assessor's Parcel. For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use a s determined by reference to the site plan approved for such Assessor's Parcel. The Administrator's allocation to each type of property shall be final.

b. Approved Property
The Maximum Special Tax A for each Assessor’s Parcel of Approved Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025-2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax A for Approved Property for Fiscal Year 2025 -26 within Tax Zone Original is identified in Table 2 below:

TABLE 2

MAXIMUM SPECIAL TAX A RATES

APPROVED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum
Special Tax A
Original TR 38228 Single-Family Residential
Property
RU $274

On each July 1, commencing on July 1, 2026 , the Maximum Special Tax A for Developed Property shall increase by i) the year -over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical 438

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Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.
c. Undeveloped Property
The Maximum Special Tax A for each Assessor’s Parcel of Undeveloped Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025 -2, the rate and method adopted for the annexed property shall reflect the Maximum S pecial Tax A for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax A for Undeveloped Property for Fiscal Year 2025-26 within Tax Zone Original is identified in Table 3 below:

TABLE 3

MAXIMUM SPECIAL TAX A RATES

UNDEVELOPED PROPERTY

Tax Zone
Tracts Taxable Unit
Maximum Special Tax
A
Original TR 38228 Acre $8,839

On each July 1, commencing on July 1, 2026 , the Maximum Special Tax A for Developed Property shall increase by i) the year -over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside -San Bernardino-Ontario California Standar d Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

2. Special Tax B (Contingent)
The City Council shall levy Special Tax B (Contingent) only in the event the POA defaults in its obligation to maintain the Contingent Services, which default shall be deemed to have occurred, as determined by the Administrator, in each of the following circumstances:
(a) The POA files for bankruptcy;
(b) The POA is dissolved;
(c) The POA ceases to impose dues or levy annual assessments sufficient to provide for the Contingent Services; or
(d) The POA fails to provide the Contingent Services at the same level as the City provides similar services and maintains similar improvements throughout the City and within ninety (90) days after written notice from the City, or such longer period permitted by the City Manager, fails to remedy the deficiency to the reasonable satisfaction of the City Council.

a. Developed Property

(i) Maximum Special Tax B (Contingent)
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Taxable Property is shown in Table 4 and shall be specific to each Tax Zone within the CFD.

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adopted for the a nnexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zones annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025 -26 within Tax Zone Original is identified in Table 4 below:

TABLE 4

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

DEVELOPED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
Original TR 38228 Single-Family Residential
Property
RU $0

(ii) Increase in the Maximum Special Tax B (Contingent) On each July 1, commencing on July 1, 2026 , the Maximum Special Tax A for Developed Property shall increase by i) the year -over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside-San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii) Multiple Land Use Categories
In some instances, an Assessor's Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax B (Contingent) that can be levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax B (Contingent) that can be levied for each Land Use Category located on that Assessor's Parcel. For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel. The Administrator's allocation to each type of property shall be final.

b. Approved Property
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Approved Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025 -2, the rate and method adopted for the annexed propert y shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025- 26 within Tax Zone Original is identified in Table 5 below:
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TABLE 5

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

APPROVED PROPERTY

Tax
Zone Tract Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
Original TR 38228 Single-Family Residential
Property
RU $0

On each July 1, commencing on July 1, 2026 , the Maximum Special Tax A for Developed Property shall increase by i) the year -over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside -San Bernardino-Ontario California Standar d Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

c. Undeveloped Property
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Undeveloped Property shall be specific to each Tax Zone within the CFD. When additional property is annexed into CFD No. 2025 -2, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone(s) annexed and included in Appendix A. The Maximum Special Tax B (Contingent) for Fiscal Year 2025- 26 within Tax Zone Original is identified in Table 6 below:

TABLE 6

MAXIMUM SPECIAL TAX B (CONTINGENT) RATES

UNDEVELOPED PROPERTY

Tax Zone
Tracts Taxable Unit
Maximum Special
Tax B (Contingent)
Original TR 38228 Acre $0

On each July 1, commencing on July 1, 2026 the Maximum Special Tax A for Developed Property shall increase by i) the year-over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Consumers for the Riverside -San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

D. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX

1. Special Tax A

Commencing with Fiscal Year 2025 -26 and for eac h following Fiscal Year, the City Council shall determine the Special Tax A Requirement for each Tax Zone and shall levy the Special Tax A on all Assessor’s Parcels of Taxable Property within such Tax Zone until the aggregate amount of Special Tax A equals the Special Tax A Requirement for such Tax Zone. The Special Tax A shall be levied for each Fiscal Year as follows:
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First: The Special Tax A shall be levied Proportionately on all Assessor’s Parcels of Developed Property up to 100% of the applicable Maxi mum Special Tax A to satisfy the Special Tax A Requirement;
Second: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Special Tax A shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax A for Approved Property;
Third: If additional monies are needed to satisfy the Special Tax A Requirement after the first two steps has been completed, the Special Tax A shall be levied Proportionat ely on all Assessor’s Parcels of Undeveloped Property up to 100% of the Maximum Special Tax A for Undeveloped Property.

2. Special Tax B (Contingent)

Commencing with the first Fiscal Year in which Special Tax B (Contingent) is authorized to be levied and for each following Fiscal Year, the City Council shall determine the Special Tax B (Contingent) Requirement for each Tax Zone, if any, and shall levy the Special Tax on all Assessor’s Parcels of Taxable Property within such Tax Zone until the aggregate amount of Special Tax B (Contingent) equals the Special Tax B (Contingent) Requirement for such Tax Zone. The Special Tax B (Contingent) shall be levied for each Fiscal Year as follows:

First: The Special Tax B (Contingent) shall be levied Proportionately o n all Assessor’s Parcels of Developed Property up to 100% of the applicable Maximum Special Tax B (Contingent) to satisfy the Special Tax B (Contingent) Requirement; Second: If additional moneys are needed to satisfy the Special Tax B (Contingent) Requirement after the first step has been completed, the Special Tax B (Contingent) shall be levied Proportionately on each Parcel of Approved Property at up to 100% of the Maximum Special Tax B (Contingent) for Approved Property; Third: If additional monies are n eeded to satisfy the Special Tax B (Contingent) Requirement after the first two steps has been completed, the Special Tax B (Contingent) shall be levied Proportionately on all Assessor’s Parcels of Undeveloped Property up to 100% of the Maximum Special Tax B (Contingent) for Undeveloped Property.

E. FUTURE ANNEXATIONS
It is anticipated that additional properties will be annexed to CFD No. 2025 -2 from time to time. As each annexation is proposed, an analysis will be prepared to determine the annual cost for providing Services to such properties. Based on this analysis, any properties to be annexed, pursuant to California Government Code section 53339 et seq. will be assigned the appropriate Maximum Special Tax rates for the Tax Zone when annexed and included in Appendix A.

F. DURATION OF SPECIAL TAX
For each Fiscal Year, the Special Tax A shall be levied as long as the Services are being provided.
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For each Fiscal Year, the Special Tax B (Contingent) shall be levied as long as the Contingent Services are being provided.

G. EXEMPTIONS
The City shall classify as Exempt Property within CFD No. 2025-2, all Assessor’s Parcels; (i) which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by any public entity; (ii) with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; (iii) which are privately owned but are encumbered by or restricted solely for public uses; or (iv) which are in use in the performance of a public func tion as determined by the Administrator; (v) any Assessor’s Parcel that qualifies for a welfare exemption under applicable state or local law; or (vi) any Assessor’s Parcel that is owned by a property owner association and used for common area purposes.

H. APPEALS
Any property owner claiming that the amount or application of the Special Taxes are not correct may file a written notice of appeal with the City not later than twelve months after having paid the first installment of the Special Tax that is disput ed. The Administrator of CFD No. 2025-2 shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and rule on the appeal. If the Administrator’s decision requires that the Special Tax for an Assessor’s Parcel be modified or changed in favor of the property owner, a cash refund shall not be made, but an adjustment shall be made to the Special Tax on that Assessor’s Parcel in the subsequent Fiscal Year(s).

I. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2025 -2 may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations.

J. INTERPRETATION
Interpretations may be made by the Council by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment. 443

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APPENDIX A

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

COST ESTIMATE
Special Tax A Services - The estimate breaks down the costs of providing one year's maintenance services for Fiscal Year 2025 -26. These services are being funded by the levy of Special Tax A for Community Facilities District No. 2025-2.

TAX ZONE ORIGINAL (SERVICES)
TRACT NO. 38228
Item Description Estimated Cost
1 Landscaping $16,301
2 Streetlights $3,360
3 Traffic Signals $0
4 Street &
Pavement
$15,381
5 Drainage $8,416
6 Parks $34,206
7 Trails $4,285
8 Graffiti Abatement $1,607
9 Reserves $3,693
10 Administration $12,761
Total $100,010
Special Tax B Contingent Services – There are no services being funded by the levy of Special Tax B (Contingent) for Community Facilities District No. 2025 -2. However, additional Tax Zones may have Special Tax B Contingent Services being provided.

MAXIMUM SPECIAL TAXES ASSIGNED TO EACH TAX ZONE
Tax
Zone
Fiscal
Year
Included Tract
No. of
Taxable
Units
Land
Use
Category
Taxable
Unit
Maximum
Special
Tax A
Maximum
Special Tax
B
(Contingent) Subdivider
Original 2025-26 38228 365 SFR RU $274 $0
Discovery
Village,
LLC

ESCALATION OF MAXIMUM SPECIAL TAXES
On each July 1, commencing on July 1, 2026 , the Maximum Special Tax A for Developed Property shall increase by i) the year -over-year percentage increase for the month of March in the Consumer Price Index (All Items) for all Urban Cons umers for the Riverside -San Bernardino-Ontario California Standard Metropolitan Statistical Area, or a comparable replacement index for the area if this index is no longer published, since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater. 444

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APPENDIX B

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

DESCRIPTION OF AUTHORIZED SERVICES

The services which may be funded with proceeds of the special tax of CFD No. 2025 -2, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (may include reserves for replacement) in public street right-of-way, public landscaping, public open spaces a nd other similar landscaped areas officially dedicated for public use. These services including the following:
(a) maintenance and lighting of parks, parkways, streets, roads and open space, which maintenance and lighting services may include, without li mitation, furnishing of electrical power to street lights and traffic signals; repair and replacement of damaged or inoperative light bulbs, fixtures and standards; maintenance (including irrigation and replacement) of landscaping vegetation situated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance of public signage; graffiti removal from and maintenance and repair of public structures situated on parks, parkways, streets, roads and open space; maintenance and repair of playground or recreation program equipment or facilities situated on any park; and

(b) maintenance and operation of water quality improvements which include storm drainage and flood protection facilities, includin g, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities.

Maintenance services may include but is not limited to the repair, removal or replacement of all or part of any of the water quality improvements, fossil fuel filters within the public right -of-way including the removal of petroleum hydrocarbons and other pollutants from water runoff, or appurtenant facilities, clearing of inlets and outlets; erosion repairs ; and cleanup to improvements, and other items necessary for the maintenance and servicing of the water quality basin improvements within flood control channel improvements; and

(c) public street sweeping, on the segments of the arterials within the boun daries of CFD No. 2025 -2; as well as local roads within residential subdivisions located within CFD No. 2025-2; and any portions adjacent to the properties within CFD No. 2025-2; and

In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay “Administrative Expenses,” as said term is defined in the Rate and Method of Apportionment.

The above services may be financed by proceeds of the special tax of CFD No. 2025 -2 only to the extent that the y are in addition to those provided in the territory of CFD No. 2025 -2 before CFD No. 2025 -2 was created or those provided in the territory annexed to CFD No. 2025 -2 before the territory was annexed, as applicable.
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APPENDIX C

CITY OF MURRIETA
COMMUNITY FACILITIES DISTRICT NO. 2025-2 (MAINTENANCE SERVICES)

PROPOSED BOUNDARIES AND POTENTIAL ANNEXATION AREA BOUNDARIES 446

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RESOLUTION NO. 25-4807

RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE

CITY OF MURRIETA TO ESTABLISH COMMUNITY FACILITIES
DISTRICT NO. 2025-3 (DISCOVERY VILLAGE) OF THE CITY

OF MURRIETA, TO AUTHORIZE THE LEVY OF A SPECIAL

TAX TO PAY THE COSTS OF ACQUIRING OR

CONSTRUCTING CERTAIN FACILITIES AND TO PAY DEBT

SERVICE ON BONDED INDEBTEDNESS
WHEREAS, the City of Murrieta (the “City”) received a petition signed by the owners of all of the land within the boundaries of the territory which is proposed for inclusion in a proposed community facilities district, which petition meets the requirements of Sections 53318 and 53319 of the Government Code of the State of California; and
WHEREAS, th e City Council of the City (the “City Council”) desires to adopt this resolution of intention as provided in Section 53321 of the Government Code of the State of California to establish a community facilities district consisting of the territory described in Attachment “A” hereto and incorporated herein by this reference, which the City Council hereby determines shall be known as “Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta” (“Community Facilities District No. 2025-3” or the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code (the “Act”) to finance (1) the purchase, construction, modification, expansion, improvement or rehabilitation of certain real or other tangible property described in Attachment “B” hereto and incorporated herein by this reference, including all furnishings, equipment and supplies related thereto (collectively, the “Facilities”), which Facilities have a useful life of five years or longer, and (2) the incidental expenses to be incurred in connection with financing the Facilities and forming and administering the District (the “Incidental Expenses”); and
WHEREAS, the City Council further intends to approve an estima te of the costs of the Facilities and the Incidental Expenses for Community Facilities District No. 2025-3; and WHEREAS, it is the intention of the City Council to consider financing the Facilities and the Incidental Expenses through the formation of Commu nity Facilities District No. 2025 -3 and the issuance of bonded indebtedness in one or more series in an aggregate maximum principal amount of $27,500,000 with respect to the Facilities and the Incidental Expenses and the levy of a special tax to pay for the Facilities and the Incidental Expenses (the “Special Tax”) and to pay debt service on the bonded indebtedness, provided that the bond sale and such Special Tax levy are approved at an election to be held within the boundaries of Community Facilities District No. 2025-3;
WHEREAS, the City desires to enter into a reimbursement agreement with Discovery Village LLC, a Delaware limited liability company (the “Developer”), the form of which is on file with the City Clerk (the “Reimbursement Agreement”), to provide for the reimbursement of certain amounts advanced by the Developer in connection with the formation of the District; WHEREAS, the District and the Developer propose to enter into a joint community facilities agreement (the “JCFA”) with Eastern Municipal Water District (the “Water District”) relating to certain facilities proposed to be financed by the District and owned and operated by 452

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the Water District, and the District expects to enter into the JCFA prior to the approval of the issuance of bonds pursuant to the Act;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MURRIETA AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. A community facilities district is proposed to be established under the terms of the Act. It is further proposed that the boundaries of the community facilities district shall be the legal boundaries as desc ribed in Attachment “A” hereto, which boundaries shall, upon recordation of the boundary map for the District, include the entirety of any parcel subject to taxation by the District, and as depicted on the map of the proposed Community Facilities District No. 2025-3 which is on file with the City Clerk. The City Clerk is hereby directed to sign the original map of the District and record it with all proper endorsements thereon with the Assessor-County Clerk-Recorder of the County of Riverside within 15 days after the adoption of this resolution, all as required by Section 3111 of the Streets and Highways Code of the State of California.

Section 3. The name of the proposed community facilities district shall be “Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta.” Section 4. The Facilities proposed to be provided within Community Facilities District No. 2025-3 are public facilities as defined in the Act, which the City, and the Water District, with respect to certain water and sewer facilities. The City Council hereby finds and determines that the description of the Facilities herein is sufficiently informative to allow taxpayers within the proposed District to understand what the funds of the District may be used to financ e. The Incidental Expenses expected to be incurred include the cost of planning and designing the Facilities, the costs of forming the District, issuing bonds and levying and collecting the Special Tax within the proposed District. The Facilities may be acquired from one or more of the property owners within the District as completed public improvements or may be constructed from bond or Special Tax proceeds.

All or a portion of the Facilities may be purchased with District funds as completed public facilities pursuant to Section 53314.9 or as discrete portions or phases pursuant to Section 53313.51 of the Act and/or constructed with District funds pursuant to Section 53316.2 of the Act. Any portion of the Facilities may be financed through a lease or lea se-purchase arrangement if the District hereafter determines that such arrangement is of benefit to the District.

Section 5. Except where funds are otherwise available, it is the intention of the City Council to levy annually in accordance with the procedures contained in the Act the Special Tax, secured by recordation of a continuing lien against all nonexempt real property in the District, sufficient to pay for: (i) the Facilities and Incidental Expenses; and (ii) the principal and interest and other per iodic costs on bonds or other indebtedness issued to finance the Facilities and Incidental Expenses, including the establishment and replenishment of any reserve funds deemed necessary by the District, and any remarketing, credit enhancement and liquidity facility fees (including such fees for instruments which serve as the basis of a reserve fund in lieu of cash). The rate and method of apportionment and manner of collection of the Special Tax are described in detail in Attachment “C” attached hereto, whi ch Attachment “C” is incorporated herein by this reference. Attachment “C” allows each landowner within the District to estimate 453

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the maximum amount of the Special Tax that may be levied against each parcel. In the first year in which such Special Tax is levied, the levy shall include an amount sufficient to repay to the District all amounts, if any, transferred to the District pursuant to Section 53314 of the Act and interest thereon.

If the Special Tax is levied against any parcel used for private reside ntial purposes, (i) the maximum Special Tax rate shall be specified as a dollar amount which shall be calculated and established not later than the date on which the parcel is first subject to the Special Tax because of its use for private residential purp oses and shall not be increased over time, except as set forth in Attachment “C” hereto, (ii) such Special Tax not shall be levied after fiscal year 2065-66, as described in Attachment “C” hereto, and (iii) under no circumstances will the Special Tax levied in any fiscal year against any such parcel used for private residential uses be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the District by more than ten percent (10%) above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults.

The Special Tax is based on the expected demand that each parcel of real property within proposed Community Facilities District No. 2025-3 will place on the Facilities and on the benefit that each parcel derives from the right to access the Facilities. The City Council hereby determines that the proposed Facilities are necessary to meet the increased demand placed upon the City and the existing infrast ructure in the City as a result of the development of the land proposed for inclusion in the District. The City Council hereby determines the rate and method of apportionment of the special tax with respect to the Special Tax set forth in Attachment “C” t o be reasonable. The Special Tax is apportioned to each parcel on the foregoing basis pursuant to Section 53325.3 of the Act and such special tax is not on or based upon the value or ownership of real property. In the event that a portion of the property within Community Facilities District No. 2025-3 shall become for any reason exempt, wholly or partially, from the levy of the Special Tax specified on Attachment “C,” the City Council shall, on behalf of Community Facilities District No. 2025-3, cause the levy to be increased, subject to the limitation of the maximum Special Tax for a parcel as set forth in Attachment “C,” to the extent necessary upon the remaining property within proposed Community Facilities District No. 2025- 3 which is not exempt in ord er to yield the Special Tax revenues required for the purposes described in this Section 5. The obligation to pay the Special Tax may be prepaid only as set forth in Section G of Attachment “C” hereto.

Section 6. A public hearing (the “Hearing”) on the establishment of the proposed Community Facilities District No. 2025-3, the proposed rate and method of apportionment of the Special Tax and the proposed issuance of bonds to finance the Facilities and the Incidental Expenses shall be held at 6:00 p.m., or as soon thereafter as practicable, on April 1, 2025, at the City of Murrieta Council Chambers , 1 Town Square , Murrieta, California. Should the City Council determine to form the District, a special election will be held to authorize the issuance of the bonds and the levy of the special tax in accordance with the procedures contained in Government Code Section 53326. If held, the proposed voting procedure at the election will be a landowner vote with each landowner who is the owner of record of land within the District at the close of the Hearing, or the authorized representative thereof, having one vote for each acre or portion thereof owned within the proposed District. Ballots for the special election may be distributed by mail or by personal service.
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Section 7. At the time and place set forth above for the Hearing, the City Council will receive testimony as to whether the proposed Community Facilities District No. 2025-3 shall be established and as to the method of apportionment of the special tax and shall consider:
(a) if an ad valorem property tax is currently being levied on property within proposed Community Facilities District No. 2025-3 for the exclusive purpose of paying principal of or interest on bonds, lease payments or other indebtedness incurred to finance construction of capital facilities; and
(b) if the capital facilities to be financed and constructed by Community Facilities District No. 2025-3 will provide the same services as were provided by the capital facilities mentioned in subsection (a); and
(c) if the City Council makes the findings specified in subsections (a) and (b) above, it will consider appropriate action to determine whether the total annual amount of ad valorem property tax revenue due from parcels within Community Facilities District No. 2025-3, for purposes of paying principal and interest on the debt identified in subsection (a) above, shall not be increased after the date on which Community Facilities District No. 2025-3 is established, or after a later date determined by the City Council with the concurrence of the legislative body which levied the property tax in question.

Section 8. At the time and place set forth above for the Hearing, any interested person, including all persons owning lands or registered to vote within proposed Community Facilities District No. 2025-3, may appear and be heard.

Section 9. Each City officer who is or will be responsible for providing the Facilities within proposed Community Facilities District No. 2025-3, if it is established, is hereby directed to study the proposed District and, at or before the time of the above -mentioned Hearing, file a report with the City Council containing a brief description of the public facilities by type which will in his or her opinion be required to meet adequately the needs of Community Facilities District No. 2025-3 and an estimate of the cost of providing those public facilities, including the cost of environmental evaluations of such facilities and an es timate of the fair and reasonable cost of any Incidental Expenses to be incurred.

Section 10. The District may accept advances of funds or work -in-kind from any source, including, but not limited to, private persons or private entities, for any authorize d purpose, including, but not limited to, paying any cost incurred in creating Community Facilities District No. 2025-3. The District may enter into an agreement with the person or entity advancing the funds or work -in-kind, to repay all or a portion of t he funds advanced, or to reimburse the person or entity for the value, or cost, whichever is less, of the work -in-kind, as determined by the City Council, with or without interest.

Section 11. The City Clerk is hereby directed to publish a notice (the “N otice”) of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of proposed Community Facilities District No. 2025-3. The City Clerk is further directed to mail a copy of the Notice to eac h of the landowners within the boundaries of the District at least 15 days prior to the Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Hearing, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the proposed district and a description of the 455

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proposed voting procedure for the election required by the Act. Such publication shall be completed at least seven (7) days prior to the date of the Hearing.

Section 12. The reasonably expected aggregate maximum principal amount of the bonded indebtedness to be incurred by the District for the Facilities and Incidental Expenses is Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000).

Section 13. The form of the Reimbursement Agreement is hereby approved. The Mayor, the City Manager, the Assistant City Manager, or their written designees are hereby authorized and directed to execute and deliver the Reimbursement Agreement in the form on file with the City Clerk with such changes, insertions and omissions as may be approved by the officer or officers executing such agreement, said execution being conclusive evidence of such approval.

Section 14. Except to the extent limited in any bond resolution or trust indenture related to the issuance of bonds, the City Council hereby reserves to itself all rights and powers set forth in Section 53344.1 of the Act (relating to tenders in full or partial payment).

Section 15. This Resolution shall be effective upon its adoption.

PASSED AND ADOPTED by the City Council at a regular meeting held on the 4th day of February, 2025.

CITY COUNCIL OF THE CITY OF MURRIETA

By:_______________________________
Cindy Warren
Mayor of the City of Murrieta
ATTEST:
________________________________
Cristal McDonald
City Clerk of the City of Murrieta

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STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )ss.

CITY OF MURRIETA )
I, Cristal McDonald, City Clerk of the City of Murrieta, do hereby certify that the foregoing Resolution No. 25-4807 was duly adopted by the City Council of the City of Murrieta at a regular meeting held on the 4th day of February, 2025, by the following votes:

AYES:

NOES:

ABSENT:

Cristal McDonald, City Clerk

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ATTACHMENT A

BOUNDARY MAP

458

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ATTACHMENT B
Types of Facilities
to Be Financed by
Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta The proposed types of public facilities and expenses to be financed by the District include:

The construction, purchase, modification, expansion, rehabilitation and/or improvement of (i) storm drainage, library, park, law enforcement, fire, streets and bridges, traffic, administration and community center facilities, and other public facilities of the City, including the foregoing public facilities which are included in the City’s fee programs with respect to such facilities and authorized to be financed under the Act (the “City Facilities”) and (ii) water and sewer facilities including the acquisition of capacity in the sewer system and/or water system of the Eastern Municipal Water District which are included in Eastern Municipal Water District’s water and sewer capacity and connection fee programs (the “Water District Facilities” and, together with the City Facilities, the “Facilities”), and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction m anagement and supervision for such Facilities, and to finance the incidental expenses to be incurred, including:
a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and
c. Any other ex penses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.

Capitalized terms used and not defined herein shall have the meaning set forth in the Rate and Method of Apportionment of Special Taxes for the District.

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ATTACHMENT C

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES FOR
COMMUNITY FACILITIES DISTRICT NO. 2025-3 (DISCOVERY VILLAGE)

OF THE CITY OF MURRIETA

A Special Tax (all capitalized terms not otherwise defined herein are defined in Section A, “Definitions”, below) shall be applicable to each Assessor’s Parcel of Taxable Property located within the boundaries of Community Facilities District No. 2025-3 (Discovery Village), of the City of Murrieta ("CFD No. 2025-3"). The amount of Special Tax to be levied in each Fiscal Year on an Assessor’s Parcel shall be determined by the City Council of the City of Murrieta, acting in its capacity as the legislative body of CFD No. 2025-3, by applying the appropriate Special Tax for Developed Property, Approved Property, Undeveloped Property, and Provisional Undeveloped Property that is not Exempt Property as set forth below. All of the real property, unless exempted by law or by the provisions hereof in Section F, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS

The terms hereinafter set forth have the following meanings:

“Accessory Dwelling Unit” means a residential unit of limited size including smaller secondary unit(s) that shares an Assessor’s Parcel as a Single Family Residential Property with a stand - alone Residential Unit.

"Acre” or “Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded County parcel map or instrument. The square footage of an Assessor’s Parcel is equal to the Acreage multiplied by 43,560.

"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the Government Code of the State of California.

"Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2025 -3: the costs of computing the Special Taxes and preparing the Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting Special Taxes to the Trustee; the costs of the Trustee (includ ing legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2025 -3 or any designee thereof in complying with arbitrage rebate requirements; the costs to the City, CFD No. 2025-3 or any designee there of in complying with continuing disclosure requirements of the City, CFD No. 2025 -3 and any major property owner associated with applicable federal and state securities laws and the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2025-3 or any designee thereof related to an appeal of the Special Tax; the costs associated with the release of funds from an escrow account; and the City’s an nual administration fees and third party expenses related to CFD No. 2025 -3. Administration Expenses shall also include amounts estimated by the CFD Administrator or advanced by the City or CFD No. 2025 -3 for any other administrative purposes of CFD No. 2 025-3, including 460

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attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes.

"Approved Property" means all Assessor’s Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1 st preceding the Fiscal Year in which the Special Tax is being levied, and (ii) that have not been issued a building permit on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied.

"Assessor’s Parcel" means a lot or parcel of land designated on an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.

"Assessor’s Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.

"Assessor’s Parcel Number" means that number assigned to an Assessor’s Parcel by the County for purposes of identification.

"Assigned Special Tax" means the Special Tax of that name described in Section D below.

"Backup Special Tax" means the Special Tax of that name described in Section D below.

"Bonds" means any obligation to repay a sum of money, including obligations in the form of bonds, certificates of participation, long-term leases, loans from government agencies, or loans from banks, other financial institutions, private businesses, or individuals, or long-term contracts, or any refunding thereof, to which the Special Tax of CFD No. 2025-3 have been pledged.

"Boundary Map" means a recorded map of the CFD which indicates the boundaries of the CFD.

"Building Permit" means the first legal document issued by the City giving official permission for new construction. For purposes of this definition, “Building Permit” may or may not include expired or cancelled building permits, or any subsequent building permit document(s) authorizing new construction on an Assessor’s Parcel that are issued or changed by the City after the first original issuance, as determined by the CFD Administrator, provided that following such determination the Maximum Special Tax th at may be levied on all Assessor’s Parcels of Taxable Property will be at least 1.1 times annual debt service on all outstanding Bonds plus the estimated annual Administrative Expenses.

"Building Square Footage" or "BSF" means the square footage of assess able internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the Building Permit for such Assessor’s Parcel.

"Calendar Year" means the period commencing January 1 of any year and ending the following December 31.

"CFD” or “CFD No. 2025 -3" means Community Facilities District No. 2025 -3 (Discovery Village) of the City of Murrieta established by the City under the Act.

“CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement, and providing for the levy and collection of the Special Taxes.

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“City” means the City of Murrieta, State of California.

"City Council" means the City Council of the City of Murrieta, acting as the legislative body of CFD No. 2025-3.

“Condominium Plan" means a condominium plan pursuant to California Civil Code, Section 6624.

"County" means the County of Riverside, State of California.

"Developed Property" means all Assessor’s Parcels that: (i) are included in a Final Map that was recorded prior to the January 1 st preceding the Fiscal Year in which the Special Tax is being levied, and (ii) for which a Building Permit for new co nstruction was issued on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied.

"Exempt Property" means all Assessor’s Parcels designated as being exempt from Special Taxes as provided for in Section F.

"Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a Condominium Plan pursuant to California Civil Code Section 6624 that creates individual lots for which Building Permits may be issued without further subdivision.

"Fiscal Year" means the period commencing on July 1 st of any year and ending the following June 30th.

“Indenture” means the indenture, fiscal agent a greement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same.

“Land Use Category” means any of the categories listed in Table 1 of Section D.

"Maximum Special Tax" means for each Assessor’s Parcel, the maximum Special Tax, determined in accordance with Section D below, that can be levied by CFD No. 2025 -3 on such Assessor’s Parcel.

“Multifamily Property” means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for the purpose of constructing a building or buildings comprised of attached Residential Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the CFD Administrator.

"Non-Residential Property" means all Assessor's Parcels of Developed Property for which a Building Permit(s) was issued for a non -residential use. The CFD Administrator shall make the determination if an Assessor’s Parcel is Non-Residential Property.

"Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax obligation for an Assessor’s Parcel, as described in Section G.2.

"Prepayment Amount" means the amount required to prepay the Special Tax obligation in full for an Assessor’s Parcel, as described in Section G.1.

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“Proportionately” means for Taxable Property that is (i) Developed Property, that the ratio of the actual Special Tax levy to the Assigned Special Tax is the same for all Assessor’s Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor’s Parcels of Approved Property, and (iii) Undeveloped Property or Provisional Undeveloped Property, that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre is the same for all Assessor’s Parcels of Undeveloped Property or Provisional Undeveloped Property, as applicable.

"Provisional Undeveloped Property" means all Assessor’s Parcels of Taxable Property that would otherwise be classified as Exempt Property pursuant to the provisions of Section F, but cannot be classified as Exempt Property because to do so would be reduce the Acreage of a ll Taxable Property below the required minimum Acreage set forth in Section F.

"Rate and Method of Apportionment " or “RMA” means this Rate and Method of Apportionment of Special Tax for CFD No. 2025-3.

"Residential Property" means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for purposes of constructing one or more Residential Units.

“Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the CFD Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with a Single Family Residential Property shall not be considered a Residential Unit for purposes of this RMA.

“Single Family Re sidential Property” means all Assessor’s Parcels of Residential Property other than Multifamily Property.

"Special Tax" or “Special Taxes” means any of the special taxes authorized to be levied within CFD No. 2025-3 pursuant to the Act to fund the Special Tax Requirement.

"Special Tax Requirement " means the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses , (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to replenish any reserve funds established in association with the Bonds (provided that the same amount was not previously levied), (v) an amount up to any anticipated shortfall due to Special Tax delinquencies and (vi) for the collection or accumulation of funds for the acquisition or construction of facilities authorized by CFD No. 2025-3 or the payment of debt service on Bonds anticipated to be issued, provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on Approved Property or Undeveloped Property as set forth in Steps Two or Three of Section E., less (vii) any amounts available to pay debt service or other periodic costs on the Bonds pursuant to the Indenture.

"Taxable Property" means all Assessor’s Parcels within CFD No. 2025 -3, which are not Exempt Property.

“Taxable Unit” means either a Residential Unit or an Acre.

“Trustee” means the trustee, fiscal agent, or paying agent under the Indenture.

"Undeveloped Property" means all Assessor’s Parcels of Taxable Property which are not Developed Property, Approved Property, or Provisional Undeveloped Property. 463

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B. SPECIAL TAX

Commencing Fiscal Year 2025 -2026 a nd for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property, up to the applicable Maximum Special Tax, to fund the Special Tax Requirement.

C. ASSIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX

Each Fiscal Year, be ginning with Fiscal Year 2025 -2026, each Assessor’s Parcel within CFD No. 2025 -3 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor’s Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property.

Assessor’s Parcels of Developed Property shall further be classified as Residential Property or Non-Residential Property. Each Assessor’s Parcel of Residential Property shall further be classified as a Single Family Residential Property or Multifamily Property. Each Assessor’s Parcel of Single Family Residential Property shall be further assigned to a Land Use Category based on its Building Square Footage.

In the event that there ar e Assessor’s Parcel(s) for which one or more Building Permits for Residential Units have been issued and the County has not yet assigned final Assessor’s Parcel Number(s) to such Assessor’s Parcel(s) (in accordance with the Final Map or Condominium Plan), the amount of the Special Tax levy on such Assessor’s Parcel for each Fiscal Year shall be determined as follows: (1) the CFD Administrator shall first determine an amount of the Maximum Special Tax for such Assessor’s Parcel, based on the classification o f such Assessor’s Parcel as Undeveloped Property; (2) the amount of the Special Tax for the Residential Units on such Assessor’s Parcel for which Building Permits have been issued shall be determined based on the Assigned Special Tax rates for Developed Pr operty and such amount shall be levied as Developed Property in accordance with Step 1 of Section E below; and (3) the amount of the Special Tax on the Taxable Property in such Assessor’s Parcel not subject to the Special Tax levy in clause (2) shall be eq ual to: (A) the percentage of the Maximum Special Tax rate levied on Undeveloped Property pursuant to Step 3 of Section E below, multiplied by the total of the amount determined in clause (1), less (B) the amount determined in clause (2).

D. MAXIMUM SPECIAL TAX

1. Developed Property

The Maximum Special Tax for each Assessor’s Parcel of Single Family Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Special Tax for such Assessor’s Parcel or (ii) the Backup Special Tax.

The Maximum Special Tax for each Assessor’s Parcel of Multifamily Property and Non - Residential Property shall be the applicable Assigned Special Tax described in Table 1 of Section D.

a. Assigned Special Tax

Each Fiscal Year, each Assessor’s Parcel of Single Family Residential Property, Multifamily Property or Non -Residential Property shall be subject to an Assigned Special Tax. The 464

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Assigned Special Tax for Fiscal Year 2025 -2026 applicable to an Assessor's Pa rcel of Developed Property shall be determined pursuant to Table 1 below.

TABLE 1

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
FISCAL YEAR 2025-2026

Land Use Category
Taxable
Unit
Building Square
Footage
Assigned
Special Tax
Per Taxable
Unit

1. Single Family Residential
Property RU Less than 1,350 sq. ft $3,086.76

2. Single Family Residential
Property RU
1,350 sq. ft to 1,500 sq.
ft $3,247.45

3. Single Family Residential
Property RU
1,501 sq. ft to 1,650 sq.
ft $3,408.15

4. Single Family Residential
Property RU
1,651 sq. ft to 1,800 sq.
ft $3,700.00

5. Single Family Residential
Property RU
1,801 sq. ft to 1,950 sq.
ft $3,825.09

6. Single Family Residential
Property RU
1,951 sq. ft to 2,100 sq.
ft $3,920.63

7. Single Family Residential
Property RU
2,101 sq. ft to 2,250 sq.
ft $3,990.12

8. Single Family Residential
Property RU
2,251 sq. ft to 2,400 sq.
ft $4,537.35

9. Single Family Residential
Property RU
Greater than 2,400 sq.
ft $4,772.00

10. Multifamily Property Acre N/A $69,954.00

11. Non-Residential Property Acre N/A $69,954.00
On each July 1, commencing July 1, 2026, the Assigned Special Tax rate for Developed Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

b. Multiple Land Use Categories

In some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Category. The Maximum Special Tax levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax for each Taxable Unit for all Land Use Categories located on the Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final.

c. Backup Special Tax

The Backup Special Tax for an Assessor’s Parcel within a Final Map classified as Single Family Residential Property shall be $3,712 per Residential Unit.

Notwithstanding the foregoing, if all or any portion of the applicable Final Maps and/or condominium plan contained within the boundaries of CFD No. 2025 -3 is subsequently 465

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changed or modified, then the Backu p Special Tax for Single Family Residential Property or Approved Property in such Final Map or condominium plan area that is changed or modified shall be recalculated as follows:

1. Determine the total Backup Special Taxes anticipated to apply to the chang ed or modified Final Map or condominium plan area prior to the change or modification.

2. The result of paragraph 1 above shall be divided by the total number of Residential Units constructed and/or anticipated to be constructed within such changed or modified Final Map or condominium plan area, as reasonably determined by the CFD Administrator.

The result of paragraph 2 is the Backup Special Tax per Residential Unit , which shall be applicable to the Assessor’s Parcels of Single Family Residential Prop erty or Approved Property in such changed or modified Final Map or condominium plan area contained within the boundaries of CFD No. 2025-3.

Notwithstanding the foregoing, the Backup Special Tax for an Assessor’s Parcel of Developed Property for which a ce rtificate of occupancy has been granted may not be revised.

On each July 1, commencing July 1, 2026, the Backup Special Tax rate shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

2. Approved Property

The Maximum Special Tax for each Assessor’s Parcel of Approved Property expected to be classified as Single Family Residential Property shall be the Backup Special Tax computed pursuant to Section D.1.c above.

The Maximum Special Tax for each Assessor’s Parcel of Approved Property not expected to be classified as Single Family Residential Property shall be $69,954 per Acre.

On each July 1, commencing July 1, 2026, the Maximum Special Tax rate for Approved Property shall be increased by two percent (2.00%) of the a mount in effect in the prior Fiscal Year.

3. Undeveloped Property and Provisional Undeveloped Property

The Maximum Special Tax for each Assessor’s Parcel of Undeveloped Property and Provisional Undeveloped Property shall be $69,954 per Acre.

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On each July 1, commencing July 1, 2026, the Maximum Special Tax rate for Undeveloped Property and Provisional Undeveloped Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

E. METHOD OF APPORTIONMENT OF THE SPECIAL TAX

Commencing Fiscal Year 2025-2026 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property in accordance with the following steps:

Step One: The Special Tax shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax rates in Table 1 to satisfy the Special Tax Requirement.

Step Two: If additional moneys are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Approved Property at up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

Step Three: If additional moneys are needed to satisfy the Special Tax Requirement after the first two steps have been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax applic able to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

Step Four: If additional moneys are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax levy on each Assessor's Parcel of Developed Property for which the Maximum Special Tax is the Backup Special Tax shall be increased in equal percentages from the Assigned Special Tax up to 100% of the Backup Special Tax as needed to satisfy the Special Tax Requirement.

Step Five: If additional moneys are needed to satisfy the Special Tax Requirement after the first four steps have been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Provisional Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

Notwithstanding the above, under no circumstances will the Special Taxes levied in any Fiscal Year against any Assessor’s Parcel of Residential Property as a result of a delinquency in the payment of the Special Tax applicable to any other Assessor’s Parcel be increased by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default.

F. EXEMPTIONS

The City shall classify Assessor’s Parcels as Exempt Property, in the following order of priority, (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor’s Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Asse ssor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in 467

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use by a homeowners' association, (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purpose s set forth in the easement, (v) Assessor’s Parcels which are privately owned and are encumbered by or restricted solely for public uses or (vi) Assessor’s Parcels restricted to other types of public uses determined by the City Council, provided that no su ch classification would reduce the total Acreage of all Taxable Property to less than 21.52 Acres.

Notwithstanding the above, the City Council shall not classify an Assessor’s Parcel as Exempt Property if such classification would reduce the total Acreage of all Taxable Property to less than 21.52 Acres. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than 21.52 Acres will be classified as Provisional Und eveloped Property, and will be subject to the Special Tax pursuant to Step Five in Section E.

G. PREPAYMENT OF SPECIAL TAX

The following additional definitions apply to this Section G:
“CFD Facilities” means $22,500,000 expressed in 2025 dollars, which shall increase by the Construction Inflation Index on July 1, 2026, and on each July 1 thereafter, or such lower amount (i) determined by the City Council as sufficient to provide the facilities under the authorized bonding program for CFD No. 2025 -3, or ( ii) determined by the City Council concurrently with a covenant that it will not issue any more Bonds to finance additional facilities to be supported by Special Tax levied under this Rate and Method of Apportionment.

“Construction Fund” means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are available for expenditure to acquire or construct facilities eligible to be financed by CFD No. 2025-3.

“Construction Inflation Index” means the greater of (i) 2% and (ii) the annual percentage change in the Engineering News -Record Building Cost Index for the city of Los Angeles, measured as of the Calendar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Constructio n Inflation Index shall be another index as determined by the City that is reasonably comparable to the Engineering News -Record Building Cost Index for the City of Los Angeles.

“Future Facilities Costs” means the CFD Facilities minus (i) amounts deposited in the Construction Fund, (ii) amounts deposited in any escrow accounts funded by the Outstanding Bonds and anticipated to fund public facilities costs, and (iii) public facility costs funded by interest earnings on the Construction Fund actually earned p rior to the date of prepayment, but in no event shall such amount be less than zero.

“Outstanding Bonds” means all previously issued Bonds issued and secured by the levy of Special Tax which will remain outstanding after the first interest and/or principa l payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Tax.

1. Prepayment in Full
The Special Tax obligation may be prepaid and permanently satisfied for (i) Asses sor’s Parcels of Developed Property, (ii) Assessor’s Parcels of Approved Property or Undeveloped Property 468

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for which a Building Permit has been issued, (iii) Assessor’s Parcels of Approved Property or Undeveloped Property for which a Building Permit has not been issued and (iv) Assessor’s Parcels of Provisional Undeveloped Property. The Special Tax obligation applicable to an Assessor’s Parcel may be fully prepaid and the obligation to pay the Special Tax for such Assessor’s Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. An owner of an Assessor’s Parcel intending to prepay the Special Tax obligation for such Assessor’s Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non -refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor’s Parcel. Within 15 days of receipt of such non -refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount fo r the Assessor’s Parcel.

Prepayment must be made not less than 60 days prior to the redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special Taxes.

The Prepayment Amount shall be calculated as follows (some capitalized terms are defined below):

Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
Equals: Prepayment Amount

The Prepayment Amount shall be determined as of the proposed prepayment date as follows:

1. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel.

2. For an Assessor’s Parcel of Developed Property, compute the Maximum Special Tax for the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property for which a Building Permit has been issued, compute the Maximum Special Tax for the Assessor’s Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been is sued for the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, or Provisional Undeveloped Property, compute the Maximum Special Tax for the Assessor’s Parcel.

3. Divide the Maximum Special Tax derived pursuant to paragraph 2 by the total amount of Maximum Special Taxes that could be levied assuming build out of all Assessor’s Parcels of Taxable Property based on the applicable Maximum Special Tax for Assessor’s Parcels of Developed Property not including any Assessor’s Parcels for which the Special Tax obligation has been previously prepaid.

4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the “Bond Redemption Amount”).
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5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

6. Determine the Future Facilities Costs.

7. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor’s Parcel (the “Future Facilities Amount”).

8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds on which Bonds can be redeemed from Special Tax prepayments.

9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year that have not yet been paid.

10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount.

11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the “Defeasance Amount”).

12. Verify the administrative fees and expenses of the CFD, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the prepayment of the Special Tax obligation for the Assessor’s Parcel and the redemption of Outstanding Bonds (the “Administrative Fees and Expenses”).

13. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the expected reduct ion in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero.

14. The Prepayment Amount is equal to the sum of the Bond Redemp tion Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit.

15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasa nce Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments. The Future Facilities Amount shall be deposited into the Construction Fund. The Administrative Fees and Expenses shall be retained by the CFD.

The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds.

In such event, the increment above $5,000 or an integral multiple thereof will be retained in the 470

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appropriate fund established under the Indenture to be used with the next redemption from other Special Tax prepayments of Outstanding Bonds or to make debt service payments.

As a result of the payment of the current Fiscal Year’s Special Tax levy as determined pursuant to paragraph 9 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for the Assessor’s Parcel from the County tax roll. With respect to any Assessor’s Parcel for which the Special Tax obligation is prepaid, the City Council s hall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Tax obligation and the release of the Special Tax lien for the Assessor’s Parcel, and the obligation to pay the Special Tax for such Assessor’s Parcel shall cease.

Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless for each fiscal year the amount of Maximum Special Tax that may be levied on all Assessor’s Parcels of Taxable Property after the proposed prepayment will be at least 1.1 times debt service on the Bonds that will remain outstanding for such Fiscal Year after the prepayment plus the estimated annual Administrative Expenses.

Tenders of Bonds in prepayment of the Special Tax obligation may be accepted upon the te rms and conditions established by the City Council pursuant to the Act. However, the use of Bond tenders shall only be allowed on a case -by-case basis as specifically approved by the City Council.

2. Prepayment in Part
The Special Tax obligation for an Assessor’s Parcel of Developed Property, Approved Property, Undeveloped Property, or Provisional Undeveloped Property may be partially prepaid. For purposes of determining the Partial Prepayment Amount, the provisions of Section G.1 shall be modified as provided by the following formula:

PP = ((PE – A) x F) + A
These terms have the following meaning:

PP = Partial Prepayment Amount
PE = the Prepayment Amount calculated according to Section G.1 F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Special Tax obligation
A = the Administrative Fees and Expenses determined pursuant to Section G.1 The owner of an Assessor’s Parcel who desires to partially prepay the Special Tax obligation for the Assessor’s Parcel shall notify t he CFD Administrator of (i) such owner’s intent to partially prepay the Special Tax obligation, (ii) the percentage of the Special Tax obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any.

Within 5 days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non -refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Partial Prepayment Amount. Within 15 bus iness days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment Amount for the Assessor’s Parcel. A Partial Prepayment Amount must be made not less than 60 days prior to the redem ption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment Amount. 471

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With respect to any Assessor’s Parcel for which the Special Tax obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment Amount as provided in Paragraph 15 of Section G.1, and (ii) indicate in the records of the CFD that there has been a partial prepayment for the Assessor’s Parcel and that a portion of the Special Tax obligation equal to the remaining percentage (1.00 - F) of the applicable Special Tax will continue to be levied on the Assessor’s Parcel pursuant to Section E.

H. TERMINATION OF SPECIAL TAX

For each Fiscal Year that any Bonds are outstanding , the Special Tax shall be levied on all Assessor’s Parcels subject to the Special Tax pursuant to Section E. The Special Tax shall cease not later than the 2066-2067 Fiscal Year, however, Special Taxes will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all the required interest and principal payments on the CFD No. 2025 -3 Bonds have been paid; (ii) all authorized facilities of CFD No. 2025 -3 have been acquired and all reimbursements to the developer have been paid, (iii) no delinquent Special Taxes remain uncollected and (iv) all other obligations of CFD No. 2025-3 have been satisfied.

I. MANNER OF COLLECTION

The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2025-3 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.

J. APPEALS OF SPECIAL TAXES

Any taxpayer may file a written appeal of the Special Taxes levied on his/her Assessor’s Parcel(s) with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant’s Assessor’s Parcel(s). No refunds of previously paid Special Taxes shall be made unless approved by the CFD Administrator.

The CFD Administrator shall interpret this Rate and Method of Apportionment and make determinations relative to the annual levy and adm inistration of the Special Taxes and any taxpayer who appeals, as herein specified.

K. INTERPRETATION
Interpretations may be made by the Council by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment.

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RESOLUTION NO. 25-4808

RESOLUTION OF INTENTION OF THE CITY COUNCIL OF THE

CITY OF MURRIETA TO INCUR BONDED INDEBTEDNESS IN
AN AMOUNT NOT TO EXCEED $27,500,000 WITHIN
PROPOSED COMMUNITY FACILITIES DISTRICT NO. 2025-3
(DISCOVERY VILLAGE) OF THE CITY OF MURRIETA
WHEREAS, the City Council of the City of Murrieta (the “City Council”) upon receipt of a petition as provided in Section 53318 of the Government Code of the State of California instituted proceedings to form Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta (“Community Facilities District No. 2025-3” or the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), as amended, pursuant to Resolution No. 25-4807 (the “Resolution of Intention to Establish”) adopted by the City Council on the date hereof to finance (1) the purchase, construction, modification, expansion, improvement and/or rehabilitation of public facilities identified in Attachment “A” hereto and incorporated herein by this reference, including all furnishings, equipment and suppli es related thereto (collectively, the “Facilities”) and (2) the incidental expenses to be incurred in financing the Facilities and forming and administering the District (the “Incidental Expenses”); and, WHEREAS, the City Council estimates that the amount required to finance the Facilities and Incidental Expenses is approximately $27,500,000; and, WHEREAS, in order to finance the Facilities and Incidental Expenses, the City Council intends to authorize the issuance of bonds in one or more series in the maximum aggregate principal amount of $27,500,000, the repayment of which is to be secured by special taxes levied in accordance with Section 53328 of the Act on all property in the proposed Community Facilities District No. 2025-3, other than those properties exempted from taxation in the rate and method of apportionment set forth in Attachment “C” to the Resolution of Intention to Establish.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MURRIETA AS FOLLOWS:

Section 1. The above recitals are true and correct.

Section 2. It is necessary to incur bonded indebtedness within the boundaries of proposed Community Facilities District No. 2025-3 in an aggregate maximum principal amount of $27,500,000 to finance the costs of the Facilities and Incidental Expenses, as permitted by the Act.

Section 3. The indebtedness will be incurred for the purpose of financing the costs of the Facilities and the Incidental Expenses, including, but not limited to, the funding of reserve funds for the bonds, the financing of costs associated with the issuance of the bonds and all other costs and expenses necessary to finance the Facilities which are permitted to be financed pursuant to the Act.

Section 4. It is the intent of the City Council to authorize the sale of bonds in one or more series, in the maximum aggregate principal amount of $27,500,000 and at a maximum interest rate not in excess of 12 percent per annum, or a higher rate not in excess of the maximum rate permitted by law at the time that the bonds ar e issued. The term of the bonds of 473

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each series shall be determined pursuant to a resolution of this City Council acting in its capacity as the legislative body of the District authorizing the issuance of the bonds of such series, but such term shall in no event exceed 35 years from the date of issuance of the bonds of such series, or such longer term as is then permitted by law.

Section 5. A public hearing (the “Hearing”) on the proposed issuance of bonded indebtedness shall be held at 6:00 p.m., or as soo n thereafter as practicable, on April 1, 2025, at the City of Murrieta Council Chambers, 1 Town Square, Murrieta, California.

Section 6. At the time and place set forth in this Resolution for the Hearing, any interested persons, including all persons ownin g land or registered to vote within proposed Community Facilities District No. 2025-3, may appear and be heard.

Section 7. The City Clerk is hereby directed to publish a notice (the “Notice”) of the Hearing pursuant to Section 6061 of the Government Code i n a newspaper of general circulation published in the area of the proposed Community Facilities District No. 2025-3. Such publication shall be completed at least seven days prior to the date of the Hearing. The City Clerk is further directed to mail a co py of the Notice to each of the landowners within the boundaries of proposed Community Facilities District No. 2025-3 at least 15 days prior to the Hearing.

PASSED AND ADOPTED by the City Council at a regular meeting held on the 4th day of February, 2025.

CITY COUNCIL OF THE CITY OF MURRIETA

By:_______________________________
Cindy Warren
Mayor of the City of Murrieta
ATTEST:
________________________________
Cristal McDonald
City Clerk of the City of Murrieta

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STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )ss.

CITY OF MURRIETA )
I, Cristal McDonald, City Clerk of the City of Murrieta, do hereby certify that the foregoing Resolution No. 25-4808 was duly adopted by the City Council of the City of Murrieta at a regular meeting held on the 4th day of February, 2025, by the following votes:

AYES:

NOES:

ABSENT:

Cristal McDonald, City Clerk
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ATTACHMENT A
Types of Facilities
to Be Financed by
Community Facilities District No. 2025-3 (Discovery Village) of the City of Murrieta The proposed types of public facilities and expenses to be financed by the District include:

The construction, purchase, modification, expansion, rehabilitation and/or improvement of (i) storm drainage, library, park, law enforcement, fire, streets and bridges, traffic, administration and community center facilities, and other public facilities of the City, including the foregoing public facilities which are included in the City’s fee programs with respect to such facilities and authorized to be financed under the Act (the “City Facilities”) and (ii) water and sewer facilities including the acquisition of capacity in the sewer system and/or water system of the Eastern Municipal Water District which are included in Eastern Municipal Water District’s water and sewer capacity and connection fee programs (the “Water District Facilities” and, together with the City facilities, the “Facilities”) , and all appurtenances and appurtenant work in connection with the foregoing Facilities, including the cost of engineering, planning, designing, materials testing, coordination, construction staking, construction m anagement and supervision for such Facilities, and to finance the incidental expenses to be incurred, including:
a. The cost of engineering, planning and designing the Facilities; b. All costs, including costs of the property owner petitioning to form the District, associated with the creation of the District, the issuance of the bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of the District; and
c. Any other ex penses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the Facilities.