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
399
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
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:
400
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
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
401
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.
402
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
403
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.
404
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
405
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
406
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
407
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
408
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
409
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
410
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
411
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
412
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
413
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. 414
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
415
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.
416
INSTRUCTIONS
2018011 Page 4 of 41
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
417
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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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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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; 420
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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 425
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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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SCOPE OF WORK
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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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manufacturer (OEM) and not SHI. The manufacturers
standard warranties apply unless the customer wishes to purchase extended warranty.
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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”)
2018011 Page 22 of 41
Attachment D
PPA.docx
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EXHIBIT 1
DRAFT AGREEMENT
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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 441
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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 442
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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]
Deleted: FORCE MAJEURE.
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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
------------------------------------------------------------------------------------------------------------------------------------------- 454
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
455
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
1456
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
2457
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)
3458
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.
4459
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 %
5460
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
6461
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.
7462
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
8463
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
9464
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
10465
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.
11466
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
12467
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
13468
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
14469
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.
15470
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
16471
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. 17472
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.
18473
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
19474
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
20475
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.
21476
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 477
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
478
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
479
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
480
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
481
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
482
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
483
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
484
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
485
106
Zonar Systems ‐ Software
Zscaler ‐ Software
486
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)
487
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
488
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
489
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
490
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)
491
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)
492
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)
493
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)
494
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)
495
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)
496
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)
497
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)
498
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)
499
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)
500
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)
501
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)
502
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)
503
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)
504
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.
505
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.
506
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 $ 250.56 507
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 $ 5,385.60 508
Total Price $ 62,157.82
DELIVERY: See Specifications and/or Mesa Standard Terms and Conditions.
Vendor Name __SHI International Corp___
509
Edward Quedens
510
5/30/24 10:05 MST
511
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General Terms
1. Scope and applicability
1.1 These terms (the “General Terms ”) govern Your access to, and use of, Cisco Offers and incorporate any Supplemental Terms and Offer Descriptions applicable to Your Order. Capitalized terms are defined in section 14 (Definitions).
1.2 You agree to these terms by accessing or using a Cisco Offer, finalizing Your Order or through Your express agreement, whichever happens first. These terms apply independently of any contract You may have with a Cisco Partner.
2. Use Rights
2.1 License and right to use. Cisco grants You, for Your direct benefit, a non-exclusive:
(a) license to use Software and Cisco Content; and
(b) right to use Subscription Offers, including Cloud Services, in accordance with Your Order or as otherwise agreed in writing (collectively, the “Use Rights”). Your Use Rights are non-transferable (except Software as permitted under the Transfer Policies).
2.2 Limits on usage. You may not:
(a) transfer, sell, sublicense, monetize or provide the functionality of any Cisco Offer to any third party, except as authorized by Cisco;
(b) use the Software on second hand or refurbished Cisco devices or use Software licensed for a specific device on a different device unless authorized by Cisco or permitted under the Transfer Policies; (c) remove, change, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks from any Cisco Offer;
(d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Cisco Offers; or (e) use Cisco Content other than as reasonably needed to exercise Your Use Rights.
2.3 Acceptable use. You will ensure Your access or use of Software or Subscription Offers does not:
(a) violate applicable laws or the rights of any third party; or (b) impede or interfere with the security, stability, availability or performance of any Cloud Service, or any other network or service (e.g., denial-of-service attacks, penetration testing or distribution of malware).
2.4 Suspension. Cisco may suspend Your access to Software or Subscription Offers if it reasonably believes that You or an Authorized User have materially breached sections 2.2 (Limits on usage) or 2.3 (Acceptable use).
2.5 Use by third parties. If You permit Authorized Users to access Cisco Offers on Your behalf:
(a) You will make sure all Authorized Users follow these terms; and (b) You are liable for any breach of these terms by an Authorized User.
2.6 Interoperability requirements. If required by law, Cisco will promptly provide the information You request to achieve interoperability between applicable Cisco Offers and another independently created program on terms that reasonably protect Cisco’s proprietary interests.
2.7 Use with third party products. Cisco does not support or guarantee integration with third party technologies or services unless they are included as part of a Cisco Offer or agreed in writing.
2.8 Changes to Subscription Offers . Cisco may change its Subscription Offers, typically to enhance them or add features. These changes will not materially reduce the core functionality of the affected Subscription Offers during the Use Term.
2.9 Maintaining Subscription Offers. Cisco may occasionally perform maintenance of its Subscription Offers which may disrupt the performance or availability of affected Subscription Offers. Cisco will provide advanced notice of planned maintenance when reasonably possible. If Cisco performs emergency maintenance without notice, it will take reasonable steps to reduce any disruption of affected Subscription Offers.
2.10 Open-source technology. Separate license terms apply to third party open-source technology used in Cisco Offers. Open-source terms are found at Cisco's Open Source webpage. As long as You use Cisco Offers according to these General Terms, Cisco’s use of open -source technology in Cisco Offers will not impede Your exercise of Use Rights or cause Your software to become subject to an open-source license. 512
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3. Free trials
3.1 Accessing Free Trials. Your Approved Source may let You access or use Cisco Offers on a trial, evaluation, beta or other free- of-charge basis (“ Free Trial”). You may only access or use the Free Trial for the period specified (“Free Trial Period”) and under any additional terms specified by Your Approved Source in writing. If no Free Trial Period is specified, You may only access or use the Free Trial for 60 days after the Free Trial is available to You.
Free Trials may not come with support and may be incomplete or have errors. Unless agreed in writing by Cisco, You will not use the Free Trial in a production environment.
3.2 Ending Free Trials. At the end of a Free Trial, You will promptly Return the Cisco Offers as described in the Free Trial terms. Your Approved Source may change or terminate a Free Trial at its discretion with reasonable notice.
3.3 Continued use and disclaimer.
(a) If You continue accessing a Cisco Offer after a Free Trial Period or fail to Return a Cisco Offer, You will pay any applicable fees reasonably charged by Your Approved Source. (b) Unless agreed by Cisco in writing or required by law, Free Trials are provided “AS- IS” without any express or implied warranties.
4. End of life
4.1 Notification. Cisco may end the life of Cisco Offers by providing notice at the End-of-Sale and End-of-Life Products webpage.
4.2 Pre-paid Cloud Service. If Your Approved Source is prepaid a fee for Your use of a Cloud Service that is end of life before Your then-current Use Term ends, Cisco will either (a) provide You with a generally available alternative offer, or (b) if Cisco cannot reasonably provide an alternative offer, it will credit the unused balance of fees paid for the relevant Cloud Service to Your Approved Source or You (if Cisco is the Approved Source) once You Return the Cloud Service.
4.3 Credit. Credits issued under section 4.2 (Pre-paid Cloud Service) are calculated from the last date the applicable Cloud Service is available to the end of the applicable Use Term and may be applied only towards the future purchase of Cisco Offers.
5. Paying Your Approved Source
You will pay Your Approved Source all amounts due under Your Orders , including fees for additional consumption of a Subscription Offer or under a Buying Program.
6. Confidentiality
6.1 General obligation. A recipient of Confidential Information will protect that Confidential Information using the same standard of care it uses to protect its own c onfidential information of a similar nature, but no less than a reasonable standard of care. This section 6 (Confidentiality) will not apply to information which:
(a) is known by the recipient without confidentiality obligations; (b) is or has become public knowledge through no fault of the recipient; or (c) is independently developed by, or for, the recipient.
6.2 Permitted recipients. A recipient of Confidential Information will not disclose Confidential Information to any third party, except to its employees, Affiliates and contractors who need to know. The recipient is liable for a breach of this section 6 by its permitted recipients and must ensure each of those permitted recipients have written confidentiality obligations at least as restrictive as the recipient’s obligations under these terms.
6.3 Required disclosures. The recipient may reveal Confidential Information if required by law (including under a court order) but only after it notifies the discloser in writing (if legally permissible) . A recipient will reasonably cooperate with a discloser’s reasonably requested protective actions, at the discloser’s expense.
6.4 Returning, destroying and retaining Confidential Information. The recipient will return, delete or destroy all Confidential Information and confirm in writing it has done so within 30 days of the discloser’s written request unless retention is required by law or Confidential Information has been stored in a backup system in the ordinary course of business. Retained Confidential Information will continue to be subject to this section 6 for five years, or until the Confidential Information is no longer a trade secret under applicable law.
7. Privacy and security
7.1 Cisco respects Your Data and will access and use Data in accordance with the Data Briefs.
7.2 In addition, if Cisco processes Personal Data or Customer Content, Cisco will process such data according to:
(a) the Data Processing Terms for Personal Data (which are incorporated by reference); (b) the security measures described in Cisco’s Information Security Exhibit; (c) the Privacy Data Sheets applicable to the relevant Cisco Offer; and 513
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(d) privacy and data protection laws applicable to Cisco Offers.
7.3 You will ensure Your use of Cisco Offers (including collection, processing and use of Customer Content with Cisco Offers) complies with privacy and data protection laws applicable to Your Cisco Offers, including industry-specific requirements. You are also responsible for providing notice to, and getting consents from individuals whose data may be collected, processed, transferred and stored through Your use of Cisco Offers.
8. Ownership of intellectual property
8.1 Unless agreed in writing, nothing in these terms transfers ownership in any intellectual property rights. You keep ownership of Customer Content and Cisco keeps ownership of Cisco Offers and Cisco Content.
8.2 Cisco may use any feedback You provide in connection with Your use of Cisco Offers.
9. Intellectual property indemnity
9.1 Claims. Cisco will defend any third-party claim against You asserting that Your valid use of a Cisco Offer 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, if You:
(a) promptly notify Cisco in writing of the IP Claim (but failure to promptly notify Cisco only limits Cisco’s obligations to the extent it is prejudiced by the delay); (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 appeal.
Cisco does not have to reimburse You for attorney fees and costs incurred before Cisco receives notification of the IP Claim. You may retain Your own legal representation at Your own expense.
9.2 Additional remedies. If an IP Claim prevents or is likely to prevent You from accessing or using the applicable Cisco Offer, Cisco will either get the right for You to continue using the Cisco Offer or replace or modify the applicable Cisco Offer with non -infringing functionality that is at least equivalent. If Cisco determines those options are not reasonably available, then Cisco will provide a prorated refund for the impacted Cisco Offer.
9.3 Exclusions. Cisco has no duty regarding any IP Claim to the extent based on:
(a) any designs, specifications or requirements provided by You, or on Your behalf; (b) modification of a Cisco Offer by You, or on Your behalf; (c) the amount or duration of use made of a Cisco Offer, revenue You earned, or services You offered; (d) combination, operation, or use of the Cisco Offer with non-Cisco products, software, content or business processes; or
(e) Your failure to change or replace the Cisco Offer as required by Cisco.
9.4 To the extent allowed by law, this section 9 states Your only remedy regarding an IP Claim against You.
10. Performance standards
10.1 Service Level Agreement. Cisco Offers will comply with applicable Service Level Agreements, as set out in the corresponding Offer Description.
10.2 Warranties. Cisco provides these warranties for Cisco Offers:
Warranty
Cisco Offer
Hardware Software Subscription
Offers
Cisco warrants that the Cisco Offer substantially complies with the Documentation as follows:
(a) if the Cisco Offer is a Subscription Offer, starting from commencement of the service, for the duration of the services; and
(b) if the Cisco Offer is Hardware or Software, for 90 days from shipment or longer as stated in Documentation, or as set out in Product Warranties webpage.
Cisco warrants it will use commercially reasonable efforts and methods to deliver the Cisco Offer free from Malicious Code.
Cisco warrants that the Cisco Offer is free from defects in material and workmanship for 90 days from shipment or longer as stated in Documentation or as set out in Product Warranties webpage.
To make a claim for breach of these warranties, promptly notify both Cisco and Cisco Partner (if they are Your Approved Source) within any specified warranty period.
10.3 Qualifications
(a) You may have legal rights in Your country that prohibit or restrict the limitations set out in this section 10.
This section 10 applies only to the extent permitted under applicable law. 514
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(b) Section 10.2 does not apply if Your breach of the General Terms contributes to the breach of warranty, or if the Cisco Offer:
(1) has not been used according to its Documentation;
(2) has been altered, except by Cisco or its authorized representative; (3) has been subjected to abnormal or improper environmental conditions, accident or negligence, or installation or use inconsistent with Cisco’s instructions or the terms on which it is supplied by Cisco;
(4) is provided under a Free Trial; or
(5) has not been provided by an Approved Source.
(c) Your sole remedy for breach of a warranty under section 10.2 is, at Cisco’s option, either:
(1) repair or replacement of the applicable Cisco Offer; or (2) a refund of either:
(A) the fees paid for Use Rights in the non-conforming Software; (B) the fees paid for the period in which the Subscription Offer did not conform less any amounts paid or owed under a Service Level Agreement; or (C) the fees paid for the non-conforming Hardware.
(d) Except as provided in Section 10.2 above, and to the extent allowed by law, Cisco makes no express or implied warranties of any kind regarding the Cisco Offers. This disclaimer includes any warranty, condition or other term as to merchantability, merchantable quality, fitness for purpose or use, course of dealing, usage of trade, or non-infringement. Cisco does not warrant that Cisco Offers will be secure, uninterrupted or error-free.
11. Liability
11.1 Excluded liability. Neither party is liable for:
(a) indirect, incidental, reliance, consequential, special or exemplary damages; or (b) loss of actual or anticipated revenue, profit, business, savings, data, goodwill or use, business interruption, damaged data, wasted expenditure or delay in delivery (in all cases, whether direct or indirect).
11.2 Liability cap. Each party’s entire liability for all claims relating to these terms will not exceed the greater of: (a) the fees paid to Cisco for the specific Cisco Offer that is the subject of the claim in the 12 months before the first incident giving rise to such liability; or (b) $100,000 USD. This cap is cumulative for all claims (not per incident) and applies collectively to each party and its Affiliates (not per Affiliate).
11.3 Unlimited liability. Nothing in this section 11 limits or excludes liabilities that cannot be excluded or limited under applicable law, or for:
(a) bodily injury or death resulting directly from the other party’s negligence; (b) fraudulent misrepresentation or wilful misconduct;
(c) breach of confidentiality obligations, unless the breach relates to section 7 (Privacy and security); (d) failure to pay for Cisco Offers;
(e) misuse or misappropriation by a party of the other party’s intellectual property rights; or (f) failure to comply with export control obligations.
12. Termination
12.1 Material breach. Either party may provide written notice to the other party if the other party materially breaches these terms or any written terms otherwise agreed under an affected Order. If the breach remains uncured after 30 days of the date of that notice, the non -breaching party may immediately terminate the affected Orders, in whole or in part.
12.2 Termination for Compliance with Laws. Cisco may terminate these terms and affected Orders immediately upon written notice if continued provision of the Cisco Offers will result in a violation of section 13.7 (Compliance with Laws).
12.3 Effect of termination or expiration. You will Return applicable Cisco Offers (except any Cisco Offer in which title has transferred to You) at the end of Your Use Term or upon termination of an Order.
13. General provisions
13.1 Survival. Sections 5 (Paying Your Approved Source), 6 (Confidentiality), 7 (Privacy and security), 8 (Ownership of intellectual property), 9 (IP Indemnity), 10 (Performance standards), 11 (Liability), 12 (Termination) and 13 (General provisions) survive termination of these terms. 515
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13.2 No agency. These terms do not create any agency, partnership, joint venture, or franchise relationship.
13.3 Assignment and subcontracting.
(a) Except as set out below, neither party may assign or novate these terms in whole or in part without the other party’s written consent which will not be unreasonably withheld. Cisco may assign these terms in connection with the sale of a part of its business, or to its Affiliates if it provides prior written notice to You.
(b) Cisco may subcontract any performance associated with any Cisco Offer to third parties if such subcontract is consistent with these terms and does not relieve Cisco of any of its obligations under these terms.
13.4 Third party beneficiaries. These terms do not grant any right or cause of action to any third party.
13.5 Use records. You will keep reasonable records of your use of the Cisco Offers. You will let Cisco and its auditors who are under a written obligation of confidentiality access records of Your use of the Cisco Offers (including books, systems, and accounts) within 30 days’ notice from Cisco. Cisco may not give this notice more than once in any 12-month period and will conduct any audit during Your normal business hours. If the verification process reveals underpayment of fees, You will pay these fees within 30 days.
13.6 Changes to these terms. The version of the General Terms applicable to Your Order is the version published at the Cisco General Terms webpage when the Order is placed. If Cisco changes these terms or any of its parts, these changes will be published at the Cisco General Terms webpage. These changes will only apply to Cisco Offers Ordered or renewed after the date of the change.
13.7 Compliance with laws
(a) General. Cisco will comply with all applicable laws relating to providing Cisco Offers under these terms .
You will comply with all applicable laws relating to Your receipt and use of Cisco Offers, including sector- specific requirements and obtaining required licenses or permits (if any). (b) Trade Compliance. Cisco Offers are subject to US and other export control and sanctions laws around the world. These laws govern the use, transfer, export and re -export of Cisco Offers. Each party will comply with such laws and obtain all licenses or authorizations it is re quired to maintain. Please refer to Cisco’s trade compliance policies at the General Export Compliance webpage.
13.8 Governing law and ve nue. These terms, and any disputes arising from them, are subject to the governing law and exclusive jurisdiction and venue listed below, based on Your primary place of business. Each party consents and submits to the exclusive jurisdiction of the courts in the listed ven ue. These laws apply despite conflicts of laws rules or the United Nations Convention on Contracts for the International Sale of Goods. Despite the below, either party may seek interim injunctive relief in any court of a ppropriate jurisdiction regarding any alleged breach of confidentiality obligations or intellectual property or proprietary rights.
Your Primary Place of Business Governing Law Jurisdiction and Venue United States, Latin America or the Caribbean, or
a 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, Asia*, Europe*, Middle East, Oceania* 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
Mainland China People’s Republic of China Hong Kong International Arbitration Center Italy Italy Court of Milan
Japan Japan Tokyo District Court of Japan
* Excluding locations listed separately in this table.
If You are a US State, Local and Education (“SLED”) Government end user, these terms, and any disputes arising from them, are subject to the laws of the primary jurisdiction in which You are located.
If You are a US Federal Government end user, these terms, and any disputes arising from them, are subject to the laws of the United States.
13.9 US Government end users
(a) US SLED Government. These terms govern all access to Software, Subscription Offers and Documentation by US SLED Government end users. No other rights are granted by Cisco. (b) US Federal Government. The Software, Subscription Offers and Documentation are considered “commercial computer software” and “commercial computer software documentation” under FAR
12.212 and DFARS 227.7202. These terms govern all access to Software, Subscription Offers and 516
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Documentation by US Federal Government end users. No other rights are granted by Cisco, but any inconsistency in these terms with federal procurement regulations is not enforceable against the US Federal Government.
13.10 Notice. Unless provided in these terms, applicable Offer Description, or an Order, notices to Cisco (a) should be sent to Cisco Systems, Legal Department, 170 West Tasman Drive, San Jose, CA 95134 or by email to contract- [email protected], and (b) are considered effective (i) upon delivery, if personally delivered, (ii) the next day, if sent by overnight mail, (iii) 3 business days after deposit, postage prepaid, if mailed, or (iv) the same day receipt is acknowledged, if sent by e -mail. Cisco may deliver notice to You under these terms via email or regular mail, but it may provide notices of a general nature applicable to multiple customers on cisco.com.
13.11 Force majeure. Neither party is responsible for delay or failure to perform its obligations to the extent caused by events beyond a party’s reasonable control including severe weather events, acts of God, supply shortages, labor strikes, epidemic, pandemic, acts of government, war, acts of terrorism or the stability or availability of utilities (including electricity and telecommunications). The affected party must make commercially reasonable efforts to mitigate the impact of the force majeure event.
13.12 No waiver. Failure by either party to enforce any right under these terms will not waive that right.
13.13 Severability. If any term in these terms is invalid or unenforceable, then the rest of these terms will continue with full force and effect to the extent possible.
13.14 Entire agreement. These terms are the complete agreement between the parties regarding the subject of these terms and replace all previous communications, understandings or agreements (whether written or oral).
13.15 Translations. Cisco may provide local language translations of these terms in some locations. Those translations are provided for informational purposes only. If there is any inconsistency in those translations, the English version of these terms will prevail.
13.16 No publicity. Neither party will issue any press release or other publications regarding Your use of Cisco Offers without the other party’s advance written permission.
13.17 Order of precedence.
(a) If there is any conflict between these General Terms, Supplemental Terms or any Offer Descriptions, the order of precedence (from highest to lowest) is:
(1) Regional terms;
(2) Data Processing Terms;
(3) Offer Descriptions;
(4) Supplemental Terms (other than Regional Terms);
(5) these General Terms; then
(6) any applicable Cisco policy referenced in these General Terms. (b) As between You and Cisco, these terms prevail over any inconsistencies with Your contract with any Cisco Partner.
14. Definitions
Term Meaning
Affiliate 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 over 50% of the relevant party; or (b) be able to direct the affairs of the relevant party through voting rights or other lawful means (e.g., a contract that allows control).
Approved Source Cisco, a Cisco Partner, or a fulfillment agent (e.g., public cloud marketplaces) as may be appointed by Cisco from time to time.
Authorized Users Your users including Affiliates, Your third-party service providers, and each of their respective Users.
Buying Program Cisco’s consumption-based programs for buying Cisco Offers such as the Cisco Enterprise Agreement.
Cisco, we, our or us Cisco Systems, Inc. or its applicable Affiliates.
Cisco Content Systems Information and data, materials or other content provided by Cisco directly or through Your Approved Source to You as part of Your access to Cisco Offers.
Cisco Offer Cisco-branded (a) Hardware, (b) Use Rights in Software or Cloud Services, (c) technical support included in a Subscription Offer and (d) incidental technology and resources.
Cisco Partner A Cisco authorized reseller, distributor, systems integrator or other third party authorized by Cisco to sell Cisco Offers.
Cloud Service An on-demand service provided by Cisco accessible via the internet and provides software, platform, infrastructure and network products and services on an ‘as-a-service’ basis as described in the applicable Offer Description. 517
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Term Meaning
Confidential Information Non-public proprietary information of the discloser obtained by the recipient in connection with these terms, which:
(a) is conspicuously marked as confidential if written or clearly stating the information is confidential when (or promptly after) it is verbally disclosed; or
(b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or orally .
Customer Content As defined in the Data Brief at the Customer Content - Data Brief webpage.
Data Personal Data, Customer Content and Systems Information.
Data Briefs Documents describing each type of Data (e.g., Personal Data, Customer Content and Systems Information) that Cisco Offers collect, how it is collected, and when it is used, available at the Trust Portal webpage.
Data Processing Terms Cisco’s data processing terms in the Data Protection Agreement, or terms agreed between You and Cisco covering the same scope.
Documentation The technical specifications and use materials officially published by Cisco specifying the functionalities and capabilities of the applicable Cisco Offer as updated from time to time.
Free Trial As defined in section 3.1 (Accessing free trials).
Free Trial Period As defined in Section 3.1 (Accessing free trials).
Hardware Tangible Cisco-branded hardware products as generally available on the Price List. Hardware does not include any tangible product listed on the Price List in the name of a third party.
Information Security
Exhibit
A document describing the security measures that Cisco implements to secure Personal Data and Customer Content, available at the Information Security Exhibit webpage.
Malicious Code 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 Offer (e.g., as part of Cisco’s security products).
Offer Description A document published by Cisco as an ‘Offer Description’ that has more information or related terms specific to a Cisco Offer or Buying Program, available at the Product Specific Terms webpage.
Order The transaction through which You acquire a Cisco Offer from an Approved Source, including through buying and ordering documents, signing an agreement or statement of work, or transacting through an online ordering tool or marketplace.
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518
Pricing Proposal
Quotation #: 26215227
Created On: 5/21/2025
Valid Until: 6/18/2025
CA-City of Murrieta Inside Account Manager
john borger
1 Town Square
Murrieta, CA 92562
United States
Phone: 951-304-2489
Fax:
Email: [email protected]
Chris Toussaint
290 Davidson Ave
Somerset, NJ,08873
Phone: 8005276389 ext:5553569
Fax:
Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Your Price Total
1 Meraki MR Enterprise License, 1YR
Cisco Systems - Part#: LIC-ENT-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
122 $170.60 $20,813.20
2 Meraki MS120-8LP Enterprise License and Support, 1 Year Cisco Systems - Part#: LIC-MS120-8LP-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
1 $50.33 $50.33
3 Meraki MS210-24P Enterprise License and Support, 1 Year Cisco Systems - Part#: LIC-MS210-24P-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
1 $210.68 $210.68
4 Meraki MS250-24P Enterprise License and Support, 1YR
Cisco Systems - Part#: LIC-MS250-24P-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
1 $411.14 $411.14
5 Meraki MS350-24 Enterprise License and Support, 1YR
Cisco Systems - Part#: LIC-MS350-24-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
8 $348.02 $2,784.16
6 Meraki MS350-24X Enterprise License and Support, 1YR
Cisco Systems - Part#: LIC-MS350-24X-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
5 $474.26 $2,371.30
7 Meraki MS350-48FP Enterprise License and Support, 1YR Cisco Systems - Part#: LIC-MS350-48FP-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
10 $722.47 $7,224.70
8 Meraki MS355-24X Enterprise License and Support, 1 Year Cisco Systems - Part#: LIC-MS355-24X-1YR
1 $623.53 $623.53
519
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
9 Meraki MS390 48-port Enterprise License and Support, 1 Year Cisco Systems - Part#: LIC-MS390-48E-1Y
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
8 $1,059.40 $8,475.20
10 Meraki MS425-16 Enterprise License and Support, 1YR
Cisco Systems - Part#: LIC-MS425-16-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
1 $828.24 $828.24
11 Cisco Meraki Systems Manager Enterprise Device License, 1YR Cisco Systems - Part#: LIC-SME-1YR
Contract Name: OMNIA Partners IT Solutions, Products & Services Contract #: 2024056-02
474 $34.12 $16,172.88
Subtotal $59,965.36
Shipping $0.00
*Tax $0.00
Total $59,965.36
*Tax is estimated. Invoice will include the full and final tax due.
Additional Comments
Due to the potential impact of any current or future tariffs, the price and availability of hardware items on this quote may be subject to change.
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888) 744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0 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.
520
CITY OF MURRIETA
City Council Meeting Agenda
Report
7/15/2025
Agenda Item No. 8.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Justin Clifton, City Manager
PREPARED BY: Isaac Bravo, Management Analyst
SUBJECT:
Approval of Fifth Amended and Restated Agreement for Animal Sheltering Services
RECOMMENDATION
Approve the fifth amended and restated agreement for the Southwest Communities Financing Authority for the City of Murrieta’s portion of $442,782 for Fiscal Year 2025/26 which is 11% of the operating and animal sheltering service costs; and
Authorize the Mayor to execute the agreement.
PRIOR ACTION/VOTE
On June 5, 2007, the City Council approved Amendment No. 1 to the Joint Powers Authority Agreement (Vote:
5-0).
On February 5, 2008, the City Council adopted Resolution No. 08-1930, approving the Second Amended and Restated Joint Powers Agreement between the cities of Canyon Lake, Lake Elsinore, Murrieta, Temecula, and Riverside County for the purpose of constructing an animal shelter in the southwest portion of Riverside County (Vote: 5-0).
On November 16, 2010, the City Council adopted Resolution No. 10-2624, approving the Third Amended and Restated Joint Powers Agreement between the cities of Canyon Lake, Lake Elsinore, Murrieta, Temecula, and Riverside County to add the City of Wildomar to the JPA (Vote: 5-0).
On May 16, 2017, the City Council adopted Resolution No. 17-3724, approving the First Amendment to the Third Amended and Restated Joint Powers Agreement for the Southwest Communities Financing Authority and authorizing the Mayor to sign (Vote: 5-0).
On October 20, 2020, the City Council adopted Resolution No. 20-4323, approving the Fourth Amended and Restated Joint Powers Agreement between the cities of Canyon Lake, Lake Elsinore, Murrieta, Temecula, Wildomar, and Riverside County to add the City of Menifee to the JPA (Vote: 5-0).
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7/15/2025
Agenda Item No. 8.
CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.
DISCUSSION
The City of Murrieta (City) is a participating member of the Southwest Communities Finance Authority (SCFA), also known as a Joint Powers Authority (JPA), which comprises seven jurisdictions: the cities of Canyon Lake, Lake Elsinore, Menifee, Murrieta, Temecula, Wildomar, and Riverside County. SCFA was established to address regional animal shelter care collaboratively and serves three primary functions.
The SCFA facilitated the construction of the animal shelter located in Wildomar. It also manages the finance and bond repayment obligations associated with the construction of the animal shelter. Lastly, the SCFA provides the contractual oversight for animal sheltering services currently contracted with Animal Friends of the Valleys (AFV).
The City shares both the operational and capital costs associated with the shelter in partnership with other SCFA member agencies. Each jurisdiction’s share is calculated based on its proportion of annual animal intakes in the prior year relative to the total number of animals processed through the shelter. The City has a separate agreement for animal control services through AFV.
The Fifth Amended and Restated Joint Powers Agreement (Attachment 1), presented for Council consideration, provides updated language to further clarify the roles and responsibilities between SCFA and AFV. In particular, it outlines responsibilities related to the maintenance and replacement of equipment used at the regional animal shelter facility.
The most significant change in this amended agreement pertains to the payment structure between SCFA member agencies and AFV. Under the current model, AFV is compensated on a quarterly basis in arrears, meaning payments are issued after the conclusion of each quarter. This payment schedule has led to operational challenges for AFV. Specifically, AFV has reported to the SCFA Board that the delay in payments has at times forced the organization to draw from its financial reserves to cover shelter operations while awaiting reimbursement from SCFA members. AFV has expressed concern that this effectively placed the burden of financing shelter operations on the nonprofit.
To address these concerns, the amended agreement proposes a shift to an advance payment model. Going forward, member agencies will be required to remit payments to AFV at the beginning of each quarter, rather than after the fact. This change is intended to provide AFV with more predictable cash flow, reduce financial strain, and ensure continued operational stability at the shelter.
FISCAL IMPACT
The SCFA Board has already approved the Fiscal Year 2025/26 Cost Distribution Schedule. The City of Murrieta is obligated to pay $442,782 for FY 2025/26 which is 11% of the operating and animal sheltering services costs.
ATTACHMENTS
1. Proposed Fifth Amended and Restated Joint Powers Agreement for the Southwest Communities Financing Authority
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1 FIFTH AMENDED AND RESTATED JOINT POWERS AGREEMENT BETWEEN THE COUNTY OF RIVERSIDE;
THE CITY OF CANYON LAKE; THE CITY OF LAKE ELSINORE;
THE CITY OF MURRIETA; THE CITY OF TEMECULA;
THE CITY OF WILDOMAR; AND THE CITY OF MENIFEE;
FOR THE
SOUTHWEST COMMUNITIES FINANCING AUTHORITY
(Animal Shelter)
This Fifth Amended and Restated Joint Powers Agreement (“Agreement”), is made and entered into this 1st day of June, 2025 (“Effective Date”) by and between the County of Riverside (hereafter referred to as "COUNTY") ;the City of Canyon Lake ("Canyon Lake"); City of Lake Elsinore ("Lake Elsinore"); City of Murrieta ("Murrieta"); City of Temecula ("Temecula"); and City of Wildomar ("Wildomar"); and City of Menifee (“Menifee”), individually as “City” or “Party”, and collectively, the "Cities" or “Parties”, each body being a body corporate and politic of the State of California, or public entities or political subdivision of the State of California.
RECITALS:
WHEREAS, COUNTY , Canyon Lake , Lake Elsinore , Murrieta, Temecula, Wildomar and, Menifee have mutual interests in the continued operation of an animal shelter located within the geographic area common to all Parties within the geographic boundaries, attached hereto and incorporated here by this reference as Attachment A , in compliance with State laws and regulations; and
WHEREAS, the Board of Directors (“Board”) of the Southwest Communitie s Financing Authority (“SCFA”) approved that certain Joint Powers Agreement , dated November 30, 2004, between COUNTY, Lake Elsinore, Canyon Lake, Murrieta, and Temecula for the purpose of constructing an animal shelter in the southwest portion of the County of Riverside; and WHEREAS, the Board of SCFA approved that certain Second Amended and Restated Joint Powers Agreement , dated January 29, 2008 , between COUNTY, Lake Elsinore, Canyon Lake, Murrieta, and Temecula;
WHEREAS, the Board of SCFA approved that certain Third Amended and Restated Joint Powers Agreement, dated November 2, 2010 , between COUNTY, Lake Elsinore, Canyon Lake, Murrieta, Temecula, and Wildomar, accepting Wildomar as a JPA member; 523
2 WHEREAS, the Board of SCFA approved that certain Fourth Amended and Restated Joint Powers Agreement, dated November 1, 2020, between County, Lake Elsinore, Canyong Lake, Murrieta, Temecula, Wildomar, and Menifee, accepting Menifee as a JPA member; WHEREAS, the Board of SCFA desires to amend and restate the agreement to state that Member Cities and County shall pay invoices in advance of each quarter; WHEREAS, it is the interest and desire of the Parties to amend and restate that certain Fourth Amended and Restated Joint Powers Agreement to continue SCFA as a Joint Powers Agency, separate and apart from the Parties hereto, as hereinafter described and set forth, which entity shall set about the task of accomplishing the purpose of this Agreement in a manner most capable of promoting the greatest public good and welfare; and
WHEREAS,
the Partie s here to are eac h empowered by law to provide for the animal shelter needs to eligible residents of each City either directly, or by contract or similar arrangement; NOW, THEREFORE, in consideration of the above recitals, of the mutual promises and agreements herein contained and for other valuable consideration, the parties hereto agree as follows:
SECTION 1. PURPOSE
This Fifth Amended and Restated Joint Powers Agreement (hereinafter referred to as "Agreement") is made pursuant to the provisions of Article 1, Chapter 5, Division 7 of Title 1 (commencing with Section 6500) of the California Government Code, (hereinafter referred to as the "Act") for the express purpose of constructing and housing animals, also known as operating an
animal shelter, to serve residents of the Parties hereof. Additionally, this Agreement shall permit the financing of public capital improvements and those purposes permitted under the Marks-Roos Local Bond Pooling Act of 1985, being Article 4, Chapter 5, Division 7 of Title 1 (commencing with Section 6584) of the California Government Code (the "Bond Law"). It is the intent of this Agreement that none of the decisions regarding field service boundaries or levels of service for animal control for each of the Cities shall be affected by the creation of this JPA, or by membership in this JPA.
The purpose of thi s Agree ment shall be accomplishe d
and the comm on powe rs of the
parties hereto exercised in the manner hereinafter set forth. //
//
524
3 SECTION 2. CREATION OF AUTHORITY
Pursuant to the Act and the Bond Law, there is hereby created a public entity to be known as the Southwest Communities Financing Authority ("SCFA"). SCFA shall be a public entity, separate and apart from the parties hereto, and as provided by law and not otherwise prohibited by this Agreement, shall be empowered to take such actions as may be necessary or desir able to implement and carry out the purpose of this Agreement.
SECTION 3. TERM
This Agreement shall become as of the Effective Date (defined above) and shall continue in full force and effect until terminated as provided in Section 4 below.
SECTION 4. TERMINATION AND AMENDMENTS
a. The Parties hereto may amend this Agreement by mutual written consent. b. The Parties hereto may terminate their participation in the Joint Powers Authority and this Agreement as provided herein.
c. If SCFA has incurred no obligations , each Party may terminate this Agreement by giving not less than sixty (60) days written notice thereof to the all other parties. d. If SCFA has acquired any indebtedness, fiscal obligation, and/or any property, each Party hereto may terminate this Agreement by giving twelve (12) months written notice thereof to all other Parties subject to the provisions of Sections 4(e) and 4(f) herein. e. This Agreement cannot be terminated until all forms of indebtedness, and/or fiscal obligation incurred by SCFA have been paid, or adequate provision for such payment shall have been made. f. In the event the Agreement is terminated, any property acquired by SCFA from the Effective Date of this Agreement, including but not limited to money, shall be divided and distributed between the P arties in proportion to the contributions made, including contributions made as provided in Section 10 below, unless otherwise required by law. //
//
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4 SECTION 5. POWERS AND DUTIES OF SCFA
SCFA shall have the powers common to the Parties to this Agreement to:
Exercise those powers enumerated in the Act and Bond Law as the same as now exists or as may hereinafter be amended;
Do all acts necessary or convenient to the exercise of the foregoing and to accomplish the purposes of this Agreement, including but not necessarily limited to the following:
to make and execute all contracts, agreements, and documents including, without limitation, agreements with any of the Parties to this Agreement, other local governments, agencies or departments, the State of California, the United States of America, or agencies thereof, or any entity, person or corporation of any kind or nature whatever; to employ agents, servants and employees;
to acquire, hold and dispose of property, both real and personal; to acquire, construct, maintain, manage, operate and lease buildings, works and improvements;
to accept gifts;
to sue and be sued in its own name;
to apply for and receive any available federal, State and/or local grants; to employ legal counsel;
to employ consultants;
to adopt a budget;
to incur debts, liabilities and obligations;
to establish a treasury for the deposit and disbursement of funds and monies, according to the policies and procedures set forth in this Agreement; to invest any money held in the treasury that is not required for immediate necessities of SCFA, as SCFA determines is advisable, in the same manner and upon the same conditions as local agencies pursuant to Section 52601 of the California Government Code; and to issue bonds and other evidences of indebtedness for the construction of an animal shelter, and the consent of the Governing Board of each member to participate in this Joint Powers Authority shall be deemed consent for the issuance of bonds by SCFA, as required under California Government Code Sections 6500 et seq. and the Bond Law.
The listing of the above acts is not intended to indicate any priority of one act over another.
Nor is such listing intended to be inclusive, and other acts may be done in the accomplishment of 526
5 the purposes of this Agreement as are authorized. One or several acts may take place concurrently or in sequence.
SECTION 6. CREATION OF THE BOARD OF DIRECTORS
a. Governance of SCFA by the Board of Directors . In order to effectuate the purposes of this Agreement as set forth herein, SCFA shall be governed by a Board of Directors (hereinafter called the "Board"), and all of the powers of SCFA shall be exercised by the Board. b. Membership. The Board shall be composed of the following members from the Parties:
One (1) member of the Board of Supervisors of Riverside County; One (1) member of the City Council of the City of Canyon Lake; One (1) member of the City Council of the City of Lake Elsinore; One (1) member of the City Council of the City of Murrieta; One (1) member of the City Council of the City of Temecula; One (1) member of the City Council of the City of Wildomar; One (1) member of the City Council of the City of Menifee. c. Designation of Members. Members shall serve on the Board during the term for which they are a member of the Board of Supervisors, or a member of the City Council from which they are appointed. A member's position on the Board shall automatically terminate if the term of the elected public office of such member is terminated.
d. Reimbursement. The Board may provide for reimbursement of reasonable expenses incurred in connection with a member's service on the Board.
e. Quorum and Transaction of Business. Four (4) members of the Board shall constitute a quorum. 527
6 A vote of four (4) of the members present shall be required to take action, except for adjournment of a meeting which shall require only a majority of those present. No proxy or absentee voting shall be permitted.
f. Meetings. The Board shall establish the time and place for its regular and special meetings. The dates, hour and location of regular meetings shall be fixed by formal action of the Board. The Board shall hold at least one (1) regular meeting every calendar year. Special meetings and adjourned meetings may be held as required or permitted by applicable law.
g. Ralph M. Brown Act. All meetings of the Board, including, without limitation, regular, special and adjourned meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (commencing with Section 54950 of the California Government Code).
h. Rules. The Board may adopt, from time to time, such rules and regulations for the conduct of its meetings and activities as it may deem necessary. In the a bsence of specific rules for SCF A meetings, the rules of the Board of Supervisors shall be applicable for the conduct of meetings of SCFA.
SECTION 7. FISCAL OBLIGATIONS OF THE PARTIES
It is the intent of the Parties as members of SCFA that the following fiscal obligations shall be agreed upon for all Parties to this Agreement:
a. Debt repaymen t of any bonds issued by SCF A shall be paid by each P arty based on the percentage of animals housed at the facility, on an annual basis.
b. Administration costs of the SCFA shall be borne equally between each Party and may include, but not be limited to, stipends, legal fees, audit, costs, administrative fee, mileage reimbursement.
c. Operation of animal shelter shall be paid by each P arty based on the percentage of animals housed at the facility, on an annual basis.
d. Determination of the percentages for sub-sections (a) and (c) shall be made on an annual basis in January based on the usage information received for the preceding calendar year. The 528
7 percentages shall be designated for calculation starting July 1st of that same calendar year. No Party shall divert any animals within its custody, care or control, including those held on behalf of a P arty under contracted services with an animal control or humane society provider, that are located within the SCF A's geographic boundaries (as refl ected in attached Attachment A ) from being housed at SCF A's animal shelter facility contemplated under this Agreement unless said facility lacks the capacity to ac cept the animal (s) in question or where the SCF A has granted express written consent for the animal(s) in question to be diverted to another animal shelter facility.
e. Annexations of any area by any Party shall result in that Party assuming fiscal responsibility for the area annexed. The additional annexation shall result in a re -calculation of percentages of (a) and (c).
f. Incorporation of a ny geographic area served by SCF A, and in the event of the new city not joining as a member in SCFA, COUNTY shall reserve the ability to contract directly with the new city for animal services.
g. Any Party withdrawing from SCF A agrees to payment of the current percentage of the following:
After the issuance of bonds, the P arty agrees to payment of the party's current percentage of the amount of the outstanding bonds.
Any unpaid portion of the administrative costs of SCFA, calculated up to the effective date of termination of participation in SCFA of the Party.
Any unpaid portion of the operation costs of the animal shelter, calculated up to the effective date of termination of participation in SCFA of the Party.
h. Member Cities and County shall pay invoices in advance of each quarter to the County Executive Office for subsequent payment to AFV.
SECTION 8. OFFICERS AND EMPLOYEES
Chairperson and Vice Chairperson . The Board may select a chairperson and a vice chairperson from among its members at its first meeting, and annually thereafter. The term of the Chairperson and Vice Chairperson, when selected in this manner, shall be for two (2) years. 529
8 In the event that the Chairperson or Vice Chairperson so elected resigned from such office or ceases to be a membe r of the Boa rd, the result ing vacancy shall be filled at the ne xt regular meeting of the Board. In the absence or inability of the Chairperson to act, the Vice Chairperson shall act as Chairperson through the end of term. The Chairperson, or in the Chairperson's absence, the Vice Chairperson, shall preside at and conduct all meetings of the Board.
Treasurer. The Treasurer of the County of River side shall be a nd shall ac t as the Treasure r of SCFA. The Treasurer shall have the custody of SCFA's money and disburse SCFA funds pursuant to the accounti ng procedures of the County of Riverside . The Treasurer shall assume the duties described in Section 6505.5 of the California Government Code, namely: receive and receipt for all money of SCFA (with the exception of any bond proceeds which shall be deposited with the Trustee bank) and place it in the Treasury of the Treasurer to the credit of SCFA; be responsible upon an official bond as prescribe d by the Boar d for the safekee ping an d disbursement of all Agency money so held; pa y, when due, out of mone y of SCFA so he ld, all sums paya ble, only upon warrants of the officer performing the functions of the Controller who has been designated by SCFA or the Board; verify and report in writing in conjunction with the annual audit of SCFA and to the Parties to this Agreement the amount of money held for SCFA, the amount of receipts since the last report, and the amount paid out since the last report; and perform such other duties as are set forth in this Agreement or specified by the Board.
Any and all funds of the SCFA shall not be commingled with any other funds held by the Treasurer.
Controller. The Auditor/Controller of the C ounty of River side shall be the Controlle r of SCFA.
The Controller shall draw warrants to pay demands against SCFA when such demands have been approved by the Board or by any other person authorized to so approve such by this Agreement or by resolution of the Boa rd. The Controlle r shal l perf orm suc h dutie s a s are se t fo rth in this Agreement and such other duties as are specified by the Board.
There shall be strict accountability of all funds a nd reporting of all receipt s and disbursements. The Controller shall establish and maintain such procedures, funds and accounts as may be required by sound accounting practices. The books and records of SCFA in the hands of the Controller shall be open to inspection at all reasonable times by representatives of the parties to this Agreement.
Program Administrator. The Executive Officer for the County of Riverside, or designee, shall be the Program Administrator for SCFA. The Progra m Administrator, or designee, shall direct the day-to-day operati on of SCF A. The Progra m Administra tor shall serve subjec t to the Board's 530
9 policies, rules, regulations and instructions, and shall have the powers described in this Agreement and those delegated and assigned by the Board, including, without limitation:
to appoint, remove and transfer employees of SCFA, including management level officers, subject to the conditions of employment of these individuals as employees of SCFA, except for the Treasurer, Controller and Attorney of SCFA and such others as the Board may designate; to enforce all orders, rules and regulations adopted by the Board relating to the regulation, operation, or control of funds, facilities, properties and apparatus of SCFA; to authorize expenditures whenever the Board shall have approved and authorized any work, improvement or task and shall have budgeted or appropriated the necessary money therefore; and
to have custody of and accountability for all property of SCFA except money. The Program Administrator, with the approval of the Board, shall contract with an independent certified public accountant or firm or certified public accountants to make an annual audit of the accounts and records of SCFA, and a complete written report of such audit shall be filed as public records annually, within six (6) months of the end of the fiscal year under examination, with each of the Parties to this Agreement. Such annual audit and written report shall comply with the requirements of Section 6505 of the California Government Code. The cost of the annual audit, including contracts with, or employment of such independent certified public accountants in making an audit pursuant to this Agreement shall be a charge against funds of SCFA available for such purpose.
The Board, by unanimous vote, may replace the annual audit with a special audit covering a two- year period.
Assistant Program Administrator . The Board may appoint an Assistant Program Administrator, who shall be a person employed by any member agency of SCFA other than the County of Riverside, who is assigned to such duties for SCFA. The Assistant Program Administrator shall, with the consent of the Program Administrator, assist the Program Administrator in carrying out the direction of the day -to-day operation of SCFA. The Assistant Program Administrator shall serve subject to the Board's policies, rules, regulations and instructions, and shall have the powers described in this Agreement pertaining to the position of Program Administrator and those delegated and assigned by the Board.
Consultants. Subject to the availability of funds, the Board may employ such consultants, advisors and independent contractors as are deemed necessary and desirable in implementing and carrying out the purposes of this Agreement.
Attorney for SCFA. The offices of the Riverside County Counsel, or counsel as retained directly 531
10 by SCFA shall be the attorneys for SCFA. The Board may employ by contract or otherwise, specialty counsel.
SECTION 9. EXECUTIVE MANAGEMENT COMMITTEE
There shall be an Executive Management Committee established consisting of the County Executive Officer, or designee of COUNTY, and City Managers, or designees of CANYON LAKE, LAKE ELSINORE, MURRIETA, TEMECULA, WILDOMAR, MENIFEE, and any other member city who may join SCFA. The Executive Management Committee shall meet as necessary to review the operations and business of SCFA.
SECTION 10. REIMBURSEMENT
Officers and employees of the Parties (excepting members of the Board) designated in this Agreement to provide services for SCFA shall be reimbursed by SCF A for their actual costs of providing such services. In addition, additional services provided by officers and employees of the parties pursuant to contracts with SCF A shall be reimbursed as provided by the cont racts. All reimbursements by SCFA shall be made after receiving an itemized billing for services rendered.
SECTION 11. FISCAL YEAR
The fiscal year of SCF A shall be the period commencing July 1 of each year and ending on and including the following June 30.
SECTION 12. CONTRIBUTIONS BY THE PARTIES
The Parties to this Agreement may provide contributions in the form of public funds and/or in - kind services, equipment, furnishings, office space and other kinds of property which may be reasonably necessary for SCFA to accomplish the purposes of this Agreement.
SECTION 13. EMPLOYEES OF SCFA
Riverside County Employees . There shall be no individuals directly employed by SCFA. "Employees" for the purposes of indemnification and defense provisions herein shall mean all persons employed by Riverside County, or any Party, and assigned to duties for SCFA.
Indemnification and Defense of Employees. With respect to any civil claim or action against any Director, Officer, Employee, Board Member, Committee Member, or a person who formerly 532
11 occupied such position, for an injury arising out of an act or omission occurring within the scope of such person's duties, SCFA shall indemnify, hold harmless and defend such person to the full extent permitted or required under applicable sections of the California Government Code.
Nothing herein shall be construed to require SCFA to indemnify and hold harmless any Director, Officer, Employee, Board Member, Committee Member, or a person who formerly occupied such position, if SCFA has elected to conduct the defense of such person(s) pursuant to an agreement reserving SCFA's rights not to pay a judgment, compromise or settlement until it is established that the injury arose out of an act or omission occurring within the scope of his or her duties with SCFA.
Nothing herein shall be construed to require the SCFA indemnify, or to provide a defense for any Director, Officer, Employee, Board Member, Committee Member, or a person who formerly occupied such position where the individual has acted in an illegal, willful or intentionally negligent manner giving rise to the claim, or litigation.
The following definitions shall apply to SCFA:
"Directors" shall include the following: Members of the Governing Board of Directors of SCFA, Program Administrator, and the Assistant Program Administrator. "Officers" shall include all individuals who are defined in "Directors" herein, the Treasurer, Controller, and Attorney(s) for SCFA as defined herein. "Employees" shall mean all persons employed by Riverside County, or any other member agency, and assigned to duties for SCFA.
"Committee Members" shall mean all persons appointed by the Governing Board to any advisory committee or committees of SCFA, all persons appointed by the Program Administrator to any advisory committee or committees of SCFA.
SECTION 14. LIABILITIES
SCFA shall account separately for all funds c ollected or disbursed for each P arty to this Agreement. It is the intent of the Parties, to the extent permitted by law, that the liabilities of each Party for the animal shelter services provided to that Party's members shall not become a liability of any other Party to this Agreement.
The debts, liabilities and obligations of SCFA shall be the debts, liabilities and obligations of SCFA alone, and not of the Parties to this Agreement.
SCFA shall indemnify, defend and hold harmless each P arty to this Agreement from and against any and all liabilities, debts, claims, demands or costs (including but not limited to 533
12 attorney's fees) arising, or alleged to arise as a result of SCFA's operation or failure to operate.
SECTION 15. NOTICES
Notices required or permitted hereunder shall be sufficiently given if made in writing and delivered either personally or upon deposit into the U.S. Mail, first class, postage prepaid to:
RIVERSIDE COUNTY
Executive Office
County Administrative Center, 4080 Lemon Street, 4th Floor Riverside, CA 92501 Attn: Deputy County Executive Officer - Finance
CITY OF CANYON LAKE
31516 Railroad Canyon Road, Canyon Lake, CA 92587
Attn: City Manager
CITY OF LAKE ELSINORE
130 South Main Street, Lake Elsinore, CA 92530
Attn: City Manager
CITY OF MURRIETA
24601 Jefferson Avenue, Murrieta, CA 92562
Attn: City Manager
CITY OF TEMECULA
4 1000 Main Street, Temecula, CA 92590
Attn: City Manager
CITY OF WILDOMAR
23873 Clinton Keith Road, Suite 201
Wildomar, CA 92595
Attn: City Manager
CITY OF MENIFEE
29844 Haun Road
Menifee, CA 92586
Attn: City Manager
//
//
534
13 SECTION 16. OTHER AGREEMENTS NOT PROHIBITED
Other agreements by and between the Parties to this Agreement or any other entity are neither prohibited nor modified in any manner by execution of this Agreement.
SECTION 17. SEVERABILITY
If any section, clause or phrase of this Agreement or the application thereof to any Party or any other person or circumstance is for any reason held to be invalid by a court of competent jurisdiction, it shall be deemed severable and the remainder of this Agreement or the application of such provision to the other Party or other persons or circumstances shall not be affected thereby.
SECTION 18. NONASSIGNABILITY
The rights, titles and interests of any Party to this Agreement shall not be assignable or transferable without the written consent of the Board of Supervisors for Riverside County and the City Councils of any of the other Parties to this Agreement.
SECTION 19. MISCELLANEOUS
Section Headings. The section headings her ein are for convenience of the Parties only, and shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions or language of this Agreement.
Laws of California. This Agreement is made in the State of California, under the Constitution and laws of such State, and shall be construed and enforced in accordance with the laws of the State of California.
Construction of Language . It is the intention of the P arties hereto that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid.
Cooperation. The Parties to this Agreement recognize the necessity and hereby agree to cooperate with each other in carrying out the purposes of this Agreement including cooperation in manners relating to the public, accounting, litigation, public relations and the like.
Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the Parties hereto.
535
14 Publication Rights . Each P arty to this Agreement shall have the right to duplicate, at its own expense, any and all documents and reports created or acquired, in the joint exercise of powers hereunder by the Board or by any other Party hereto pursuant to this Agreement.
Government Code Section 6509 Designation. The laws of the State of California applicable to the COUNTY, as a general law county, shall govern the SCFA in the manner of exercising its powers, subject, however, to such restrictions as are applicable to said county in the manner of exercising such powers, as required by California Government Code Section 6509. [Signature Pages to Follow]
536
15 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested to by their proper officers thereunto duly authorized as of the date first above written.
COUNTY OF RIVERSIDE,
a political subdivision of the
State of California
By:____________________________
V. Manuel Perez, Chair
Board of Supervisors
ATTEST:
Kimberly Rector
Clerk of the Board
By:____________________________
Deputy
APPROVED AS TO FORM:
Minh C. Tran
County Counsel
By:____________________________
Amrit P. Dhillon
Deputy County Counsel
537
CITY OF CANYON LAKE
By:______________________________ Date:_______________________ Mayor
ATTEST:
By:______________________________ Date:_______________________ City Clerk
Approved as to form:
By:______________________________
City Attorney
538
CITY OF LAKE ELSINORE
By:______________________________ Date:_______________________ Mayor
ATTEST:
By:______________________________ Date:_______________________ Deputy
[Seal] Approved as to form:
By:______________________________
City Attorney
539
CITY OF TEMECULA
By:______________________________ Date:_______________________ Mayor
ATTEST:
By:______________________________ Date:_______________________ City Clerk
Approved as to form:
By:______________________________
City Attorney
540
CITY OF MURRIETA
By:______________________________ Date:_______________________ Mayor
ATTEST:
By:______________________________ Date:_______________________ City Clerk
[Seal] Approved as to form:
By:______________________________
City Attorney
541
CITY OF WILDOMAR
By:______________________________ Date:_______________________
Mayor
ATTEST:
By:______________________________ Date:_______________________ Deputy
[Seal] Approved as to form:
By:______________________________
City Attorney
542
CITY OF MENIFEE
By:______________________________ Date:_______________________ Mayor
ATTEST:
By:______________________________ Date:_______________________
Deputy
[Seal] Approved as to form:
By:______________________________
City Attorney
543
ATTACHMENT A
MAP OF SCFA SERVICE AREA
(BEHIND THIS PAGE)
544
545
CITY OF MURRIETA
City Council Meeting Agenda
Report
7/15/2025
Agenda Item No. 9.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Justin Clifton, City Manager
PREPARED BY: Pedro Cevallos, Management Analyst
SUBJECT:
Second Amendment to an Agreement with Western Riverside Council of Governments for Regional Food Recovery and Local Assistance Program
RECOMMENDATION
Approve the Second Amendment to the Agreement with Western Riverside Council of Governments in the amount of $56,438, and extend the agreement term by one year for services related to edible food recovery and local assistance for local commercial food generators in compliance with Senate Bill (SB) 1383 requirements; and
Authorize the City Manager to execute the Second Amendment, in a form as approved by the City Attorney.
PRIOR ACTION/VOTE
On August 20, 2024, the City Council approved the First Amendment to an Agreement with Western Riverside Council of Governments for services related to edible food recovery and local assistance for local commercial food generators implementing SB 1383 requirements (Vote: 5-0).
CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.
BACKGROUND
Senate Bill 1383, enacted in 2016, aims to reduce greenhouse gas emissions in California by requiring statewide organic waste diversion and edible food recovery. The law applies to Tier 1 generators (e.g., grocery stores, food distributors) and Tier 2 generators (e.g., restaurants, hotels, and schools with on-site food facilities). The California Department of Resources Recycling and Recovery (CalRecycle) oversees implementation. The City of Murrieta (City) has adopted local measures and maintains records to ensure compliance.
To support cities with SB 1383’s food recovery requirements, Western Riverside Council of Governments (WRCOG) established a regional edible food recovery program. Member agencies, including Murrieta, may opt in, with costs allocated proportionally based on city size. Murrieta participates in the program, which is CITY OF MURRIETA Printed on 7/10/2025Page 1 of 2
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Agenda Item No. 9.
opt in, with costs allocated proportionally based on city size. Murrieta participates in the program, which is currently funded through grant support and offers an efficient approach to fulfilling the State’s obligations.
On September 12, 2023, the City entered into an agreement with WRCOG to participate in the regional food recovery program, along with four other municipal agencies (Jurupa Valley, Moreno Valley, Perris, and San Jacinto). The City’sinitial annual cost was $68,999, which covered program development, business outreach for food donation obligations, expanded access to food recovery services, capacity assessments, gap-closure strategies. A First Amendment extended the agreement through August 1, 2025, at an additional annual cost of $56,438. The scope of services under the amendment remained the same.
Through the program, WRCOG’sconsultant, MSW Consultants (MSW), has worked with 29 active Tier 1 and Tier 2 food generators and four (4) food recovery organizations in Murrieta. As of the most recent review, 97% of food generators were in compliance with SB 1383 requirements, along with 100% compliance from food recovery organizations. In 2024, local food recovery organizations redistributed 1,994,293 pounds of edible food, helping to support food-insecure individuals while reducing landfill waste and greenhouse gas emissions.
The Second Amendment to the Agreement (Attachment 1) extends the performance period with WRCOG through June 30, 2026. The scope of work remains unchanged, with continued emphasis on compliance monitoring and recordkeeping.
FISCAL IMPACT
The City has programmed funding through a State OWR4 grant to support the implementation of programs required under SB 1383. Participation in WRCOG’sfood recovery program is an eligible use of these grant funds.
The approval of staff’s recommendation will require an amendment to the Fiscal Year 2025/26 operating budget by establishing a revenue budget of $56,438 in account 3530010-42221/50159353-42221 and expenditure appropriation of $56,438 in account 3530010-60480/50159353-60480 to cover program participation costs.
ATTACHMENTS
1. Proposed Second Amendment to Agreement with Western Riverside Council of Governments CITY OF MURRIETA Printed on 7/10/2025Page 2 of 2
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01375.0001/984202.1
01375.0014 2015335.1
AMENDMENT NO. 2
TO THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS
REGIONAL FOOD RECOVERY AND LOCAL ASSISTANCE
PROGRAM AGREEMENT
1. PARTIES AND DATE.
This Amendment No. 2 to the Western Riverside Council of Governments Regional Food Recovery and Local Assistance Program Agreement (“Amendment No. 2”) is entered into this 15 day of July , 2025 by and between the WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (“WRCOG”) and CITY OF MURRIETA
(“Member Agency”). The WRCOG and Member Agency are sometimes referred to individually as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 On or about August 17, 2023, the Parties entered into the Western Riverside Council of Governments Regional Food Recovery and Local Assistance Program Agreement for Member Agency to receive certain on-call professional services as provided by WRCOG under the Regional Food Recovery and Local Assistance Program (“Agreement”).
2.2 On or about August 8, 2024, the Parties entered into Amendment No. 1 to the Agreement to revise the term and payment, and attach Exhibit B.
2.3 The Parties now desire to amend the Agreement to revise the Term and Payment.
3. TERMS.
3.1 Term. Section 3.1.1 of the Agreement is hereby deleted and replaced as follows:
“Term. The term of the Agreement shall be from August 1, 2025 to June 30, 2026 unless earlier terminated as provided herein. ”
3.2 Payment. Section 3.1.1 of the Agreement is hereby deleted and replaced as follows:
“Payment. WRCOG shall receive payment for all Services rendered under this Agreement at the amount set forth in Exhibit B, which includes the capacity planning and year two costs, and a 7.5% fee of the total amount for all Services rendered for WRCOG’s administrative services. The Member Agency’s total payment under this Agreement to WRCOG shall not exceed Sixty-Eight Thousand Nine Hundred and Ninety -Nine Dollars and Ninety Five Cents ($68,999.95) for the first year of the Services and Fifty - Six Thousand Four Hundred Thirty-Eight ($56,438.00) for the second 548
01375.0001/984202.1
01375.0014 2015335.1
year of the Services and Fifty -Six Thousand Four Hundred Thirty -Eight ($56,438.00) for the third year of the Services (cumulatively, the “Total Payment”) without written approval by Member Agency.
(a) Submitting Payment. WRCOG shall submit to Member Agency on a quarterly basis an itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date for the Services through the date of the statement. Member Agency shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.”
3.3 Exhibit B. Exhibit B, as referenced in Section 3.2 above, is attached hereto and incorporated by reference and hereby added to the Agreement.
3.3 Except as set forth herein, all provisions of the Agreement and Amendments shall remain in full force and effect, and shall govern the actions of the Parties hereto and the amended provisions set forth in this Amendment No. 2. [SIGNATURE PAGE TO FOLLOW]
549
01375.0001/984202.1
01375.0014 2015335.1
SIGNATURE PAGE TO AMENDMENT NO. 2 TO
THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS REGIONAL FOOD
RECOVERY AND LOCAL ASSISTANCE PROGRAM AGREEMENT
N WITNESS WHEREOF the Parties hereto have executed this Amendment No. 2 on the date first written above.
WESTERN RIVERSIDE COUNCIL OF
GOVERNMENTS
By
Kurt Wilson
Executive Director
City of Murrieta
By
Justin Clifton
City Manager
Attest:
By
City Clerk
Approved as to Form
By
Best Best & Krieger LLP
WRCOG General Counsel
By
City Attorney
550
01375.0001/984202.1
01375.0014 2015335.1
EXHIBIT B
Capacity Planning
551
01375.0001/984202.1
01375.0014 2015335.1
WRCOG Estimated of Regional Food Recovery & Local Assistance Program
Banning $1,141 $1,237 $1,214 $424 $13,020 $959 $894 $18,889 $1,417 $20,305 Beaumont 2,084 2,258 2,216 774 14,973 $1,751 1,633 25,689 1,927 27,616 Calimesa 411 445 437 152 3,255 $345 322 5,367 402 5,769 Canyon Lake 421 456 448 156 2,604 $354 330 4,769 358 5,126 Corona 6,022 6,526 6,404 2,236 70,308 $5,059 4,720 101,275 7,596 108,870 Eastvale 2,691 2,916 2,862 999 13,020 $2,260 2,109 26,856 2,014 28,870
Riverside ---
San Jacinto
---
Temecula
11,960
2,084
4,179
12,961
2,259
4,528
12,720 -
2,217 - 4,444
4,440
774
1,551
93,093
12,369
46,221
$10,048
$1,751
$3,510
9,373
- 1,634
3,275
154,595
23,087
67,709
11,595
1,732
5,078
166,190
24,819
72,787
Wildomar 1,402 1,519 1,491 520 5,859 $1,178 1,099 13,068 980 14,048 Unincorporated (W) 9,957 10,791 10,590 3,696 42,315 $8,365 7,804 93,518 7,014 100,532 Total County $72,731 $78,818 $77,350 $27,000 $509,733 $61,100 $57,000 $883,731 $66,280 $950,011 Hemet
--
3,409
-
3,695
-
3,626
4,288
1,266
1.497
23,436
29,295
$2,864
$3,387 -
2,672 40,967
-
3,073
3,752
44,040
53,778
Lake Elsinore 2,698 2,924 2,869 1,002 19,530 $2,266 2,114 33,403 2,505 35,908
Menifee --
Moreno Valley
4,011 -
7,977
4,347 -
8,645
4,266
8,484
- 1,489
2,961
14,322
50,778
$3,370
$6,701
3,144
6,252
34,948 -
91,797
2,621
6,885
37,569
98,682
Murrieta
Norco
--
4,260
983
- 4,616
1,065
- 4,530 -
1,045
1,581
365
30,597
16,275
$3,578
$826
3,338
770
52,501 -
21,330
3,938
1,600
56,438
22,930
Perris --- 3,010 3,262 3,201
-
1,117 8,463 $2,528 2,359 23,939 1,795 25,735
552
01375.0001/984202.1
01375.0014 2015335.1
Krr.lmUM,;.:.,;.,lir11::
0 1.'.t Pr◊JC'( t r..,121n21E:C"rlK'n t Upd.;itc M C"C1Jng�
"
a
67 ,1D1
.B
0 0
0 1.2 rLer l 9nd Tier 2 Compl1o:1nce 16 0 65 0 81 0 0 0 163 '.'-213 SS6.220
Subtotal Ta!:il( 2
23 a 91
0 115
0 D
0 229 45-7 S,78,818
:u I
PublicOutn;i.1c:h
Dc1JCIUiJ Uul1l!,1d1urnJ EduL<.1l1u11Pkrn
100
a2
4>
ll.l
S36,J.QO
3.l. lmpl(;-rm::ntOulre,1d1m1d F.llut:all()fl l'lun 1(]0 B3 45 }_,!fl S,3fi,250
Su blolal I a!:ili ]
0 200
0 0
0 16!> 90
0 0
4�� $12,3�0
Inspection Program O�eloplnf!nt
Subtotal - Ta!:ik ,1 a a
106 D
38 0
0 0
0 152 $27,000
Inspection Pl"OjrJm lmplc-m<?-ntatlon
Su bl Ola! - Task 5,
88 0 734
88 734
0 0 264
1,028
1,9J6 $509,733
Fa cd Recc,very rrogra m
StJbtotal- Ta5k 6 16
0 16, 65 a,
0 0
0 0 3'6 $-Gl,J00
Fin.al Repan
Subtotal laslc I 1, 0 1>2 o1 /6 0 0 0 0
.l(),a
$>1.000
tornl Hours
217
200 1,4-aO
'14
1,099
165
90 264
1,343
5,0J2
Hourly �at-e $22S $17S $175 $225 $175 $150 $140 5165 $1.S
Sublola! �1:.:-c::.
l:xpcno:;c.,_
$4!::,743 $3�,00Q :S2.5i,D46
:548.170 $1'::12:.292. $24.7�0
S.".,.000
Sli.&lO $.::t3.GC3 $221,!:>i/
$878,/32
$�,000
Total $42,743 $35,000 .S,25-2,0.Sb .$4�,170 ?192,292 ?29,750 $12,ECIO $113,ECl.3 $,221,5-27
i'i:i..33,732
553
CITY OF MURRIETA
City Council Meeting Agenda
Report
7/15/2025
Agenda Item No. 10.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Ambrose, Community Services Director
PREPARED BY: Lea Kolek, Parks and Community Service Manager SUBJECT:
Grant Award for Broadband Access and Computers - Murrieta Youth Center
RECOMMENDATION
Ratify the Consent Form between the City of Murrieta and the California Public Utilities Commission for Broadband Access Grant funding in an amount not to exceed $9,003; Formally accept the grant award from the California Public Utilities Commission in the amount of $9,003; Authorize the City Manager to execute all related documents; and Amend the Fiscal Year (FY) 2025/26 Operating Budget to establish a Special Revenue Fund to allocate and track expenditures associated with the Broadband Access Grant.
PRIOR ACTION/VOTE
On June 3, 2025, the City Council adopted Joint Resolution No. 25-4837, MLB 25-201; CSD 25-285, RSA 25- 35, MHA 25-45 approving the Operating Budget for Fiscal Years 2025/26 and 2026/27, authorizing Unassigned Fund Balances to be set aside in various Operating and Sustainability Reserves, approving the use of previously set aside Sustainability Reserves, and authorizing the transfer of those funds (Vote: 5-0).
CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.
DISCUSSION
In January 2025, the City of Murrieta’sCommunity Services Department (CSD) submitted a grant application to the California Advanced Services Fund (CASF) Broadband Adoption Account to support computer upgrades and broadband enhancements at the Murrieta Youth Center (Center). The Center’sexisting public computing lab includes slow and outdated devices. The project aims to modernize the lab with faster equipment and improved connectivity to serve more users.
CITY OF MURRIETA Printed on 7/10/2025Page 1 of 2
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Agenda Item No. 10.
In late May, the City received notice that it had been awarded $9,003 through the CASF program. The grant award required formal acceptance via the Consent Form, which had to be signed by an authorized City representative and submitted by June 28, 2025.
The grant funds will be used to replace eight computers and accessories (e.g., monitors, mice, keyboards) with computers well-suited for gaming, which is a popular activity at the Youth Center. The grant will cover approximately half the cost of these new computers. The existing computers will remain in service as homework computers.
Note on Timing of Grant Acceptance
The award letter, dated May 28, 2025, was received by staff a few days later. Due to the deadlines for the City Council meeting, and the grant’sJune 28 acceptance deadline, it was not feasible to present the item to the City Council ahead of the required submission. To ensure the City did not forfeit the awarded funds, the Consent Form was routed to the City Manager for signature, as permitted under the grant terms, and submitted to the California Public Utilities Commission (CPUC) in advance of the June 28 deadline.
This report is being brought forward on July 15 to formally acknowledge receipt and acceptance of the grant award.
Summary of Grant Requirements
As a condition of the grant, the City of Murrieta must:
o Provide free broadband access at the Youth Center within six months; o Serve 660 participants through public computing and digital literacy training; o Provide in-person or phone technical support within 24 hours; o Maintain a cost of $42 per participant or less;
o Complete the project within 24 months of award acceptance; and o Submit required progress and completion reports and maintain project documentation for audit purposes.
The City is responsible for submitting milestone and progress reports, maintaining documentation for audit for three years, and may submit up to three payment requests (final 10% withheld until project completion).
FISCAL IMPACT
Upon acceptance of the $9,003 grant award, the grant funds will be allocated in the Fiscal Year 2025/26 Operating Budget. The Finance Department will establish a Special Revenue Fund to track expenditures associated with the Broadband Access Grant, ensuring compliance with grant reporting and audit requirements.
ATTACHMENTS
1. CASF Award Letter (including Consent Form) dated May 28 CITY OF MURRIETA Printed on 7/10/2025Page 2 of 2
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555
May 28, 2025
Lea Kolek
[email protected]
City of Murrieta
1 Town Square
Murrieta, CA 92562
SUBJECT: CASF ADOPTION ACCOUNT GRANT AWARD FOR BROADBAND ACCESS
This letter serves to inform you that the California Public Utilities Commission (CPUC) Communications Division (CD) approves California Advanced Services Fund (CASF) Broadband Adoption Account grant funding to City of Murrieta (Grantee).
In your application, you requested $9,004. The CPUC has approved your CASF grant application for funding of up to $9,003 for the City of Murrieta Youth Center Broadband Access Project project.
Budget: Grant funding is approved for this project as described below.
1 This includes items and activities listed in the grantees’ application and eligible for reimbursement per Decision (D.) 22-05-029, Broadband Adoption Account Guidelines. (See website here - https://www.cpuc.ca.gov/industries-and-topics/internet-and-phone/california-advanced-services-fund/casf- adoption-account).
CASF Broadband Adoption Grant Funding
Category Approved Grant
In-Classroom Computing Devices $6,000
Hotspots $0
General Program Implementation1 $3,003
Total Grant Award $9,003
Funding per participant (exclusive of in-person and take- home computer or hot spot funding, if applicable)
$4.55
556
Requirements
The grant award is predicated on City of Murrieta’s commitment to provide adoption services as expressed in its application and consistent with the Ministerial Review criteria that City of Murrieta agreed and/or attested to in its application which includes meeting all milestones and goals for each project(s) as well as fulfilling the requirements per D.22-05-029. Key requirements include, among others:
• Grantee will provide free broadband access as described in its application. • Grantee has identified a designated space for broadband access or provided detailed information on how such a space will be obtained.
• Grantee has at least one year’s experience conducting broadband access projects or has completed at least one broadband access project.
• Grantee must provide technical support, either by phone or in person, within 24 hours. • Grantee agrees that reimbursement for computing devices used in community training rooms or other public space is capped at $11,250 and limited to $750 per device. • Grantee must make broadband access available within six months of submitting a consent form accepting the CASF grant.
• Grantee agrees that the project costs $42 per participant or less.
• Grantee must complete the project within a 24-month timeframe or earlier.
City of Murrieta must provide broadband access to 660 participants and aspires to subscribe 0 participants to broadband internet services.
Reporting
The grant award is also contingent upon fulfilling the reporting requirements per D.22-05-029, Appendix 2. These reports include a Ramp-up period report (if applicable), a Year 1 Progress Report and a Year 2 Completion Report. Ramp-up reports must be submitted no later than 3 months after completion of ramp-up activities. Year 1 Progress Report and Year 2 Completion Report must be submitted within 3 months after the end of the first year of deployment and no later than 3 months after completion of the project, respectively. If applicable, City of Murrieta must fulfill the monthly reporting requirements set forth in Public Utilities Code, § 281(l)(1) if it is using a licensed contractor or subcontractor to undertake a contract or subcontract in excess of twenty-five thousand dollars ($25,000) to perform work on the project funded or financed by CASF. Reporting templates are available in the Administrative Manual posted on the Adoption Account website.
City of Murrieta must maintain files, invoices, and other related documentation for three years after final payment. City of Murrieta shall make these records available to the CPUC 557
upon request and agree that these records are subject to audit and review by the CPUC at any time within three years after City of Murrieta has incurred the expense being audited to ensure that CASF funds are spent in accordance with the terms of approval the CPUC grants.
Payment
All reimbursements are contingent upon the City of Murrieta fulfilling its obligation to provide digital literacy training as described in its application. City of Murrieta may submit up to three payment requests throughout the project period. Payment requests may accompany the Ramp-up or Year 1 reports or be submitted separately; Year 2 Completion Report must be submitted with a final payment request. Payment will be based upon receipt and approval of invoices and other supporting documents showing that expenditures incurred for the project are in accordance with their approved application and budget. Ramp-up period payment requests may not exceed 25% of grant amount and no more than 90% of the grant amount will be reimbursed before the completion report and final payment request.
Completion Reports must be submitted no later than three months post project completion.
Payment request templates are available in the Administrative Manual posted on the Adoption Account website.
Execution and Performance
City of Murrieta must begin the project within six months after submitting a consent form accepting the terms stated in the award letter and must complete the project within 24-months. City of Murrieta must complete all performance under the award on or before the termination date of the award.
By receiving a CASF grant, City of Murrieta agrees to comply with the terms, conditions, and requirements of the grant award and submit to the jurisdiction of the CPUC regarding disbursement and administration of the grant and the CPUC’s enforcement authority under Pub. Util. Code, §§ 2108 and 2111. City of Murrieta must notify the Director of Communications Division as soon as it becomes aware that it may not be able to meet project deadlines. The CPUC may withhold, reduce or terminate grant payments if City of Murrieta does not comply with any of the requirements set forth in its application and compliance with the CASF. In the event City of Murrieta fails to complete the project in accordance with the terms of the approval granted by the CPUC as set forth in D. 22-05-029 and this award letter,
City of Murrieta must reimburse some or all the CASF funds it has received.
City of Murrieta must notify CD within 30 days regarding modifications to budget line items or milestone/activity timelines set forth in D.22-05-029, Appendix 2, Section XV. City of Murrieta must also report any material changes in the entries for the application, by letter to 558
the California Public Utilities Commission, Director of the Communications Division, 505 Van Ness Avenue, San Francisco, CA 94102 and [email protected].
Award Acceptance
City of Murrieta must sign the Consent Form (Attachment 1) and the Payee Record Form (Attachment 2) and email both within 30 days from the date of this award letter to [email protected]. If City of Murrieta does not submit the Consent Form within 30 calendar days from the date of the award, the CPUC will deem the Grant or award to be null and void.
If you have any questions, please contact [email protected].
Sincerely,
/s/ Maria Ellis
Director for Broadband Initiatives
Communications Division
559
ATTACHMENT 1
Consent Form and Acknowledgement and Acceptance of the
California Advanced Services Fund Broadband Adoption Grant Award
Name of Grantee: _______________________________________________
Grantee identified above hereby acknowledges receipt of the letter approving the California Advanced Services Fund Broadband Adoption Grant for the City of Murrieta Youth Center Broadband Access Project project (award sequence 1138). The grantee agrees to comply with all grant terms, conditions, and requirements set forth in the letter dated May 28, 2025, as well as all CASF rules, including those in the Broadband Adoption Account Requirements, Guidelines and Application Materials. Grantee also agrees to fulfill the goals it identified in the application and agrees that all payment requests will be subject to meeting those goals.
Undersigned representative of ____________________________________ [Name of Grantee] is duly authorized to execute this Agreement Form on behalf of the Grantee and to bind the Grantee to the terms, conditions, and requirements set forth by the California Public Utilities Commission in the letter referenced above.
Dated this _____ day of __________, 20___.
Signature _______________________
Printed Name_______________________
Title _______________________________
Organization or Name of Company ______________________________
Business Address (include street address, suite/apt. number, city, state, and ZIP Code)
______________________________________________________________________________
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ATTACHMENT 2
Payee Record Form
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562
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CITY OF MURRIETA
City Council Meeting Agenda
Report
7/15/2025
Agenda Item No. 11.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: David Chantarangsu, AICP, Development Services Director PREPARED BY: Jarrett Ramaiya, Deputy Development Director SUBJECT:
Consideration of Second Reading to Adopt an Ordinance Approving A Development Agreement for Digital Billboards at Locations Approved by Relocation Agreement
RECOMMENDATION
Conduct the second reading and adopt Ordinance No. 620-25 entitled: An Ordinance of the City Council of the City of Murrieta, California, Approving the Development Agreement with Lamar Central Outdoor, LLC for the Relocation of Billboards Subject to a Relocation Agreement.
PRIOR ACTION/VOTE
On July 1, 2025, the City Council conducted a public hearing and introduced Ordinance No. 620-25 (Vote: 5- 0).
CITY COUNCIL GOAL
Aggressively pursue economic development.
DISCUSSION
On December 20, 2022, the City and developer Lamar Central Outdoor, LLC (Developer) entered into a Relocation Agreement in accordance with California Business and Professions Code Sections 5200 et seq. and Title 16 of the Murrieta Municipal Code (Relocation Agreement) to memorialize the terms and conditions upon which Developer will have the right to relocate and reconstruct certain legally existing billboards within the City. Pursuant to the terms of the Relocation Agreement, upon the permanent removal of the Removed Billboards (as defined in the Relocation Agreement), the Developer shall be entitled to reconstruct three (3) existing Billboards upon private property, subject to the approval of a sign permit and a Development Agreement.
At its regular meeting on July 1, 2025, the City Council conducted a public hearing and then unanimously approved the first reading of Ordinance No. 620-25 (Attachment 1) to authorize a Development Agreement between the City and Developer. California Government Code Section 65865 et. seq. authorizes the City to CITY OF MURRIETA Printed on 7/10/2025Page 1 of 2
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Agenda Item No. 11.
between the City and Developer. California Government Code Section 65865 et. seq. authorizes the City to enter into Development Agreements, which in effect become contractual agreements between the City and property owners (or applicants who possess sufficient non-possessory interest in those certain parcels of real property) regarding development rights and performance standards for a given project. Development Agreements allow the City and such developers to achieve a level of certainty regarding the future development of property and are a commonly used development tool for billboard projects.
Generally, the Development Agreement provides the Developer with the ability to construct digital billboards, and provides a revenue stream to the City and the ability to advertise public service announcements on the billboards. The number of existing static, non-digital bill boards in the City will also be reduced as a result of this Development Agreement, resulting in aesthetic improvements to the City.
Environmental Documentation
The Project has been evaluated pursuant to the California Environmental Quality Act (CEQA), and it has been determined that the Agreement is exempt pursuant to CEQA Guidelines 15302 and 15303 because it will allow for the replacement or reconstruction of existing structures and the new construction or conversion of small structures. A Notice of Exemption (NOE) has been prepared (Attachment 2).
FISCAL IMPACT
There is no fiscal impact associated with approving this agenda item.
ATTACHMENTS
1. Ordinance No. 620-25
2. CEQA Notice of Exemption
CITY OF MURRIETA Printed on 7/10/2025Page 2 of 2
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ORDINANCE NO. 620-25
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MURRIETA,
CALIFORNIA, APPROVING THE DEVELOPMENT AGREEMENT WITH
LAMAR CENTRAL OUTDOOR, LLC FOR THE RELOCATION OF
BILLBOARDS SUBJECT TO A RELOCATION AGREEMENT
Summary: On December 20, 2022, the City and Lamar Central Outdoor, LLC (Developer) entered into a Relocation Agreement to memorialize the terms and conditions upon which the Developer will have the right to relocate and reconstruct certain legally existing billboards within the City. Pursuant to the terms of the Relocation Agreement, upon the permanent removal of the Removed Billboards (as defined in the Relocation Agreement), the Developer shall be entitled to reconstruct three (3) existing Billboards upon private property, subject to the approval of a sign permit and a Development Agreement. The Development Agreement authorizes the relocation or reconstruction of Billboards subject to the Relocation Agreement.
WHEREAS, in 2023 the City Council of the City of Murrieta (“City”) adopted an ordinance amending the City’s Development Code to allow Billboards in specified zoning districts subject to a Relocation Agreement; and
WHEREAS, the City Council subsequently approved a Relocation Agreement with Lamar Central Outdoor, LLC (“Lamar”) to allow the relocation and reconstruction of three Billboards owned by Lamar and located on private property, subject to a Development Agreement; and WHEREAS, pursuant to state law and Murrieta Development Code Chapter 16.54 , a Development Agreement must be approved by ordinance following public hearings by the Planning Commission and City Council; and
WHEREAS, the City proposes an Ordinance approving a Development Agreement with Lamar to allow the relocation and reconstruction of the three Billboards as authorized in the Relocation Agreement; and
WHEREAS, the proposed Development Agreement establishes the design and operational requirements for the Billboards, and also sets forth the financial and other benefits to be received by the City consistent with the Relocation Agreement; and WHEREAS, on May 28, 2025, the City of Murrieta Planning Commission held a duly noticed public hearing on the proposed Development Agreement, at which a staff report was presented and evidence was provided in the record to support the findings required by Murrieta Development Code Section 16.54.070; and
WHEREAS, the Planning Commission, based on substantial evidence, considered the potential for environmental effects as§ a result of the proposed Development Agreement pursuant to the California Environmental Quality Act (CEQA), and determined that the proposed Development Code Amendment is exempt under Sections 153 02 and 15 303 of the CEQA Guidelines; and
WHEREAS, the Planning Commission considered and discussed the public comments and written information provided at the public hearing and determined that the proposed Development 566
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Agreement is appropriate, and adopted Resolution No. 2025-1437 recommending approval to the City Council; and
WHEREAS, on July 1, 2025 the City Council held a duly noticed public hearing on the proposed Development Agreement, at which the staff report and evidence was submitted into the record to support the findings required by the Murrieta Development Code Section 16.54.070; and WHEREAS, following the public hearing the City Council introduced Ordinance No. (next in order).
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MURRIETA, CALIFORNIA DOES HEREBY ORDAIN AS FOLLOWS:
SECTION 1. The above recitals are true and correct and are incorporated herein by reference as if set forth in full.
SECTION 2. In accordance with Section 16.54.070 of the Murrieta Development Code, and based on all the information presented during the public hearing, the City Council finds that the proposed Development Agreement (a) will be in the best interest of the City; and (b ) will be consistent with the objectives, policies, general land uses, and programs of the general plan, any applicable specific plan, and the Development Code . The facts supporting these findings are set forth in the staff report and in the resolution adopted by the Planning Commission.
SECTION 3. The City Council hereby approves the Development Agreement and authorizes the Mayor to execute the Development Agreement pursuant to Section 16.54.060(D) of the Development Code.
SECTION 4. The City Council finds the introduction and adoption of this Ordinance is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines 15302 and 15303 , because adopting the amendment will allow for the replacement or reconstruction of existing structures and new construction or conversion of small structures.
SECTION 5. If any section, subsection, sentence, clause, or phrase of this ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance.
The City Council hereby declares that it would have passed this ordinance, and each and every section, subsection, sentence, clause and phrase thereof not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional.
SECTION 6. This Ordinance shall become effective on the thirty-first (31st) day after its passage and adoption, and within fifteen (15) days after its final passage and the City Clerk shall cause it to be posted and published in a newspaper of general circulation, printed, published and circulated in the City in the manner required by law and shall cause a copy of this Ordinance and its certification, to be entered in the Book of Ordinances of the City.
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INTRODUCED at a regular meeting of the City Council of the City of Murrieta, California, held on the ______ day of __________, 2025; and
PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Murrieta, California, held on the ___ day of ________, 2025.
Cindy Warren, Mayor
ATTEST:
Cristal McDonald, City Clerk
APPROVED AS TO FORM:
Tiffany J. Israel, City Attorney
ATTACHMENTS:
Exhibit A Development Agreement
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )§
CITY OF MURRIETA )
I, Cristal McDonald, City Clerk of the City of Murrieta, California, do hereby certify that the foregoing Ordinance No. 620-25 was duly passed and adopted by the City Council of the City of Murrieta at the regular meeting thereof, held on the ___th day of _______, 2025, and was signed by the Mayor of the said City, and that the same was passed and adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
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Cristal McDonald, City Clerk
I, Cristal McDonald, City Clerk of the City of Murrieta, California further certify that Ordinance No. 620-25, was duly published according to law and the order of the City Council of said City and the same was so published in Press Enterprise, a newspaper of general circulation on the following date(s):
Adopted Ordinance: , 2025.
In witness whereof, I have hereunto subscribed my name this __ day of ______________, 2025.
Cristal McDonald, City Clerk
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01375.0020 2007111.1 Exhibit A
EXHIBIT A
DEVELOPMENT AGREEMENT
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RECORDING REQUESTED BY:
City of Murrieta
WHEN RECORDED MAIL TO:
City of Murrieta
1 Town Square
Murrieta, California 92562
Attention: City Clerk
APNs: [910-210-055][910-020-081][910-060-019]
(SPACE ABOVE TH
IS LINE RESERVED FOR RECORDER’S USE) (Exempt from Recording Fees Pursuant to Gov. Code §6103)
DEVELOPMENT AGREEMENT BY AND BETWEEN
CITY OF MURRIETA AND LAMAR CENTRAL OUTDOOR, LLC
CONCERNING PROPERTIES LOCATED AT
1) I-15 WL 1.2 MI N/O WINCHESTER APN: 910-210-055,
2) I-15 & 215 EL S/O OVERPASS APN: 910-020-077, AND
3) I-15 E/L 1.5 MI N/O WINCHESTER APN: 910-060-009,
MURRIETA, CALIFORNIA
THIS DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into as of the “Effective Date” se t forth he rein by and between the C ITY OF MURRIETA, a municipal corporation organized and existing under the laws of the State of California (“City”) and LAMAR CENTRAL OUTDOOR, LLC, a Delaware limited liability company (“Developer”). The City and the Developer are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties." In consideration of the mutual covena nts and agreements contained in this Agreement, the Parties hereto agree as follows:
RECITALS
WHEREAS, the Development Agreemen t Law authorizes cities to enter into b inding development agreements with persons having a legal or equitabl e interest in real property for the development of such property, a ll for the purposes of strengthen ing the public planning process, encouraging private participation and comprehensive planning and identifying the economic costs of such development; and
WHEREAS, the California Outdoor Advertising Act (Bus. and Prof. Code Sections 5200 et seq.), and specifically Sections 5412 and 5443.5, empowers cities and sign owners to enter into relocation agreements on whatever terms are agreeable to such parties; and 571
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WHEREAS, the Parties have entered into a Relocation Agreement dated December 20, 2022 and attached hereto as Exhibit “A” (“Relocation Agreement”) in accordance with Title 16 of the Murrieta Municipal Code to memorialize the terms and conditions upon which Developer will have the right to relocate and reconstruct certain legally existing billboards within the City; and WHEREAS, pursuant to the ter ms herein, Developer intends to construct and maintain three (3) double-sided Digita l Outdoor Advertising Displa ys (“DOADs”) with one (1) DOAD located on each of the three Sites, as defined herein; and WHEREAS, in exchange for the right to relocate and reconstruct the DOADs, Developer will provide numerous public benefits to the Cit y, by: (1) erecting a City Hall mon ument sign (“Monument Sign”), which will provide public messaging controlled by the City; (2) donating all unsold advertising space on the DOADs to the City for public service messaging; (3) contributing Two-Hundred and Fifty Thousand Dollars ($250,000.00) to the City per DOAD upon the Commencement Date; and (4) revenue sharing w ith the City in an amount of One Hundred Thousand Dollars ($100,000.00) annually per DOAD or twenty-five percent (25%) of the annual gross revenue of the DOAD, whichever is greater; and
WHEREAS, Developer possesses suffi cient non-possessory inte rest in those certain parcels of real property by way of a grant of easement, each located entirely within City near the Interstate 15 Highway, the common and legal descriptions of w hich are described below as “Sites”; and
WHEREAS, on May 28, 2025 the Planning Commission of the City, at a duly noticed public hearing to consider the approval of this Agreement, adopt ed PC Resolution No. 25-1437 recommending approval of this Agreement to the City Council and finding the Project, as defined below, categorically exempt from the provisio ns of the California Environmenta l Quality Act (“CEQA”) pursuant to CEQA Guidelines 15302 and 15303 regarding replacement or reconstruction of existing structures, and new construction or conversion of small structures; and WHEREAS, the City Council has found that this Agr eement is in the best public interest of the City and its residents, adopting this Agreem ent constitutes a present exercise of the City’s police power, and this Agreement is consistent with the City’s General Plan. This Agreement and the proposed Project (as hereinafte r defined) will achieve a numbe r of City objectives including facilitating the overall reduction of billboards in the City pursuant to the provisions of the Relocation Agreement and the replacemen t of less-desirable billboards to aesthetically pleasing billboards in conformance with current billboard standards; and WHEREAS, on July 1, 2025, the City Council held a public hearing on this Agreement and considered the Planning Commission’s reco mmendations and the testimony and information submitted by City staff, Developer, and members of the public . On _______, 202 5, the City Council adopted Ordinance No. 620-25 (the “Adopting Ordinance”), finding this Agreement to be consistent with the City of Murrieta General Plan and approving this Agreement.
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COVENANTS
NOW, THEREFORE , in consideration of the foregoi ng Recitals, which Recitals are incorporated herein by reference and for other good and valuable consider ation, the receipt and sufficiency of which is hereby acknowledged, and in considerati on of the covenants set forth herein, the parties hereby agree as follows:
1. Definitions. In addition to any terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings set forth below:
1.1 “Action” shall have the meaning ascribed in Section 8.7 of this Agreement.
1.2 “Adopting Ordinance” shall mean City Council Ordinance No. 620-25 approving and adopting this Agreement.
1.3 “Agreement” shall mea n this Developmen t Agreement, a s the same may be amended from time to time.
1.4 “Agreement Date” shall mean the date firs t written above, which date is the date the City Council adopted the Adopting Ordinance.
1.5 “Agreement Year” means one of the c onsecutive 12-month periods during the Term. The first Agreement Year begins on the Effective Date.
1.6 “Business Day” means any day the City’s main offices located at 1 Town Square, Murrieta, California, are open to the public.
1.7 “Caltrans” means the California Department of Transportation.
1.8 “Caltrans Permits” means all pe rmits and approvals that Deve loper must obtain from Caltrans to install, operate, and maintain the Digital Outdoor Advertising Displays in accordance with this Agreement.
1.9 “CEQA” shall mean the California Envir onmental Quality Act (California Public Resources Code sections 21000-21177) and the implementing regulations promulgated thereunder by the Secretary for Resources (California C ode of Regulations, Title 14, section 15000 et seq.), as the same may be amended from time to time.
1.10 “City” shall mean the City of Mur rieta, a California gen eral law city, and any successor or assignee of the rights and obligations of the City of Murrieta hereunder.
1.11 “City Council” shall mean the governing body of the City.
1.12 “City’s Affiliated Parties” shall have the meaning ascribed in Section 10.1 of this Agreement.
1.13 “City Permits” mean s all build ing permits and other permits, entitlements, and agreements that the City, acting in its governmental capacity, must issue or approve for Developer to install, operate, and maintain the Digital Outdoor Advertising Displays in accordance with this Agreement.
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1.14 “Claim” shall have the meaning ascribed in Section 10.1 of this Agreement.
1.15 “Commencement Date” shall me an the date that each DOAD has become operational, i.e., the date construction of each of the three DOADs has been completed, final inspection by the City has occurred, and the D OAD is capable of displaying advertising copy electronically and is connected to a perman ent power source, following receipt by Developer of all Development Approvals. Developer will pr ovide to City a Notice of Commen cement Date within five (5) business days following the completion of all of the foregoing for each DOAD.
1.16 “Cure Period” shall have the meaning ascribed in Section 8.1 of this Agreement.
1.17 “Default” shall have th e meaning ascrib ed to that term in Section 8. 1 of this Agreement.
1.18 “Develop” or “Development” shall mean to improve or the improvement of the Sites for the purpose of completing the structures , improvements, and faci lities comprising the Project. The terms “Develop” and “D evelopment,” as used herein, do not include the maintenance, repair, reconstruction, replacement, or redevelopment of any struct ure, improvement, or facility after the initial construction and completion thereof.
1.19 “Development Agreement Statute” shall mean California Government Code sections 65864-65869.5, inclusive.
1.20 “Development Plan” shall m ean all of the land use en titlements, approvals and permits approved by the City for the Project on or before the Agreement Date, as the same may be amended from time to time consistent with this Agreement. Such land use entitlements, approvals, and permits including, without limitation, approval of a Development Agreement authorizing such installation or construction.
1.21 “Development Regulations” shall mean the following regulations as th ey are in effect as of the Effec tive Date and to the exte nt they govern or regulat e the development of the Sites, but excluding any amendm ent or modification to the De velopment Regulations adopted, approved, or imposed after the Effective Date that impairs or restricts Developer’s rights set forth in this Agreement, unless such amendment or modification is expr essly authorized by this Agreement or is agreed to by Developer in writing: the General Plan; the Development Plan; and, to the extent not expressly superseded by the Development Plan or this Agreement, all other land use and subdivision regulations governing the permitted uses, density and intensity of use, design, improvement, and construction st andards and specifications, pro cedures for obtaining required City permits and approvals for development, and similar matters that may apply to Development of the Project on the Sites during the Term of this Agreement that are specifically set forth in Title 15 of the Municipal Code (Build ings & Construction) and Titl e 16 of the Municipal Code (Development Code).
1.22 “Developer” shall mean Lamar Central Outdoor, LLC, a Delaware limited liability company duly existing and operating, and any successors and assignees to all or any portion of the right, title, and interest of the DOADs in and to the easement rights of the Sites. 574
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1.23 “Digital Display Area” or “Message Center” means the portion of the DOAD that consists of back-to-back digital (currently LED technology) display areas used for general commercial advertising, with each of the two display areas measuring nominally 14 feet high and 48 feet wide plus a framing around the display area.
1.24 “Digital Outdoor Advertising Displays or DOADs” shall mean collectively the three (3) double-sided billboards/outdoor advertising signs with 1) one located at Site 1, described herein; 2) one located at Site 2, described herein ; and 3) one located at Site 3, described herein, which utilizes digital message technology on at least one (1) display face, capable of changing the static message or copy on the si gn electronically, such that th e alphabetic, pictographic, or symbolic informational content of which can b e changed or altered on a fixed display surface composed of electronically illuminated or electr onically actuated or mo tivated elements can b e changed or altered electronically. This includes, without limitation, billboards/outdoor advertising signs also known as digital billboards or LED billboards. DOADs may be internally or externally illuminated and shall contain static messages only and shall not have animation, movement, or the appearance or optical illusion of mo vement, of any part of the sign structure, design, or pictorial segment of the sign. Each static message shall not in clude flashing, scintilla ting lighting or the varying of light intensity.
1.25 “Effective Date” shall mean the latest of the following dates, as applicable: (i) the date that is thirty (30) days after the Agreement Date; (ii) if a referendum concerning the Adopting Ordinance or any of the Devel opment Regulations approved on or before the Agreement Date is timely qualified for the ballot and a referend um election is held concerning the Adopting Ordinance or any of such Development Regulations, the date on which the referendum is certified resulting in upholding and approving the Adopting Ordinance and such Development Regulations and becomes effective, if applicable; (iii) if a la wsuit is timely filed cha llenging the validity or legality of the Adopting Ordinance, this Agreem ent, and/or any of the Development Regulations approved on or before the Agreement Date, the date on which said challenge is finally resolved in favor of the validity or legality of the Adopting Ordinance, this Agreement, and/or the applicable Development Regulations, whether such finality is achieved by a final non- appealable judgment, voluntary or involuntary dismissal (and the passage of any time required to appeal an involuntary dismissal), or binding written settlement agreement. Promptly after the Effective Date occurs, the Parties agree to cooperate in causing an appropriate instrument to be executed and recorded against the Sites memorializing the Effective Date.
1.26 “Environmental Laws” means a ll federal, state, regional, county, municipal, and local laws, statutes, ordinances, rules, and regula tions which are in effect as of th e Agreement Date, and all federal, state, regional, county, municipal, and local laws, statutes, rules, ordinances, rules, and regulations which may hereafter be en acted and which apply to the Sites or any part thereof, pertaining to the use, generation, storage, disposal, release, treatment, or removal of any Hazardous Substances, including without l imitation the fo llowing: the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., as amended (“CERCLA”); the Solid Waste Di sposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., as amended (“RCRA”); 575
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the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. Sections 11001 et seq., as amended; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., as amended; the Clean Air Act, 42 U.S.C. Sections 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. Section 1251, et seq., as amended; the T oxic Substances Control Act, 15 U.S.C. Sections 2601 et seq ., as amended; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.
Sections 136 et seq., as amended; the Federal Safe Drinking Water Act, 42 U.S.C. Sections 300f et seq., as amended; the Federal Radon and Indoor Air Quality Research Act, 42 U.S.C. Sections 7401 et seq., as amended; the Occupational Safety and Health Act, 29 U.S.C. Sections 651 et seq., as amended; and California Health and Safety Code Section 25100, et seq.
1.27 “Hazardous Substances” means any toxic substance or waste, pollutant, hazardous substance or waste, contaminant, special waste, industrial substance or waste, petroleum or petroleum-derived substance or was te, or any toxic or hazardous cons tituent or additiv e to o r breakdown component from any such substance or waste, including w ithout limitation any substance, waste, or material regulated under or defined as “hazardous” or “toxic” under any Environmental Law.
1.28 “Include” and its variants are not restri ctive. For examp le, “includes” means “includes but not limited to,” and “including” means “including but not limited to.”
1.29 “Notice of Default” sh all have the meaning ascribed in Section 8. 1 of this Agreement.
1.30 “Operational” means each DOAD is capable, legally and functionally, of displaying advertising on the Digital Display Area.
1.31 “Party” or “Parties” shall mean either City or Developer or both, as determined by the context.
1.32 “Project” shall mean all improvements that Developer is authorized and/or required to construct with respect to the DOADs on each of the Sites, as provided in this Agreement and the Development Regulations, as the same ma y be modified or amended from time to time consistent with this Agreement and applicable law.
1.33 “Monument Sign” shall mean the monumen t sign built by Developer as a public benefit for the City, located at 1 Town Square, Murrieta, with a digital display resolution pitch of 17mm or better and a display face no t exceeding 250 square feet in a design as agreed upon by the Parties.
1.34 “Mortgage” shall mean a mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance in which the Property, or a part or interest in the Sites, is pledged as security and contracted for in good faith and for fair value.
1.35 “Mortgagee” shall mean the holder of a beneficial interest under a Mortgage or any successor or assignee of the Mortgagee.
1.36 “Public Benefit Fee” shall have the meaning ascribed in Section 3.2 of this Agreement.
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1.37 “Sign Structure” means the portion of the DOADs other than the Digital Display Area, and it includes all ancillary equipment and utilities installed on each of the Sites.
1.38 “Sites” m eans Site 1, Site 2 and Site 3, as defined herein.
1.39 “Site 1” means that certain portion of real property located at I-15 WL 1.2 MI N/O Winchester on Assessor’s Parcel Number 910-210-055 in the City, as more specifically described in Exhibit “B-1” and depicted in Exhibit “B-2,” attached hereto and incorporated herein.
1.40 “Site 2” means that certain portion of real property located at I-15 & 215 EL S/O Overpass in on Assessor’s Parcel Number 910-020-081 (formerly 910-020-077) the City, as more specifically described in Exhibit “C- 1” and depicted in Exhibit “C- 2,” attached hereto and incorporated herein.
1.41 “Site 3” m eans that certain portion of real property located at I-15 E/L 1.5 MI N/O Winchester on Assessor’s Parcel Number 910-060-019 (formerly 910-060-009) in the City, as more specifically described in Exhibit “D- 1” and depicted in Exhibit “D-2,” attached hereto and incorporated herein.
1.42 “Subsequent Development Approvals” shall mean all discretionary development and building approvals that Developer is required to obtain to Develop the Project on and with respect to the Site s after the Agreement Date consistent with the Development Regulations and this Agreement, with the understanding that except as expressly set forth herein City shall not have the right subsequent to the Effective Date and during the Term of this Agreement to adopt or impose requirements for any such Subsequent Development Approvals that do not exist as of the Agreement Date.
1.43 “Term” shall have the meaning ascribed in Section 2.3 of this Agreement.
1.44 “Termination Date” shall be the thirty (30) year anniversary of the Effective Date, as said date may be extended in accordance with Section 6.1 of this Agreement.
1.45 “Transfer” shall have the meaning ascribed in Section 12 of this Agreement.
2. General Provisions.
2.1 Binding Effect of Agreement.
The Sites are each hereby made subject to this Agreement. Development of each of the Sites is hereby authorized and shall be carried out in accordance with the terms of this Agreement.
2.2 D eveloper Representations and Warranties Regarding Legal Interest in Each of the Sites and Related Matters Pertaining to this Agreement.
Developer and each person executing this Agreement on behalf of Developer hereby represents and warrants to City as follows: (i) that Developer has a legal interest in each of the Sites by possession of a non-exclusive perpetual grant of easement; (ii) that Developer or any co- owner comprising Developer is a legal entity that such entity is duly formed and existing and is authorized to do business in the State of California; (iii) that Developer or any co -owner comprising Developer is a natural person that such natural person has the legal right and capacity to execute this Agreement; (iv) that all actions required to be taken by all persons and entities 577
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comprising Developer to enter into this Agreemen t have been taken and that Developer has the legal authority to enter into this Agreement; (v) that Developer’s entering into and performing its obligations set forth in this Agreement will not result in a violation of any obligation, contractual or otherwise, that Developer or any person or entity comprising Developer has to any third party; (vi) that neither Developer nor any co-owner comprising Developer is the subject of any voluntary or involuntary petition; and (v ii) that Developer has no actual knowledge of any pending or threatened claims of any person or entity affecting the validity of any of the rep resentations and warranties set forth in clauses (i)- (vi), inclusive, or affecting Developer’s authority or ability to enter into or perform any of its obligations set forth in this Agreement.
2.3 Term.
The term of this Agreement (the “Term”) shall commence on the Effective Date and shall terminate on the “Termination Date.”
Notwithstanding any other provision set forth in this Agreement to the contrary, if either Party reasonably determines that the Effective Da te of this Agreement will not occur because (i) the Adopting Ordinance or any of the Devel opment Regulations approved on or before the Agreement Date for th e Project has/have b een disapproved by City’s voters at a referendum election or (ii) a final non-appe alable judgment is entered in a judicial action challenging the validity or legality of th e Adopting Ordinance, this Agreement, and/or any of the Development Regulations for the Project approv ed on or before the Agreement Da te such that this Agreement and/or any of such Development Regulations is/are invalid and unenforceable in whole or in such a substantial part that the judgment substantiall y impairs such Party’s rights or substantially increases its obligations or risks hereunder or thereunder, then such Party, in its sole and absolute discretion, shall have the right to terminate this Ag reement upon delivery of a written notice of termination to the other Party, in which even t neither Party shall have any further rights or obligations hereunder except that Developer’s indemnity obligations set forth in Section 10 shall remain in f ull force and effect and shall be enforc eable, and the Development Regulation s applicable to the P roject and the Sites on ly (but not those general Development Regulations applicable to other properties in the City) shall similarly be null and void at such time.
3. Public Benefits.
3.1 One-Time Payment.
As consideration for the City’s approval and performance of its obligations set forth in this Agreement, Developer shall pay to City a non-refundable one-time payment of Two-Hundred and Fifty Thousand Dollars ($250,000.00) per DOAD, with such payment due to the City upon the Commencement Date for each DOAD (i.e., all thre e DOADs are not require d to be operational before the first payment is due).
3.2 Annual Public Benefit Fee.
As additional consideration for City’s approval and performance of its obligations set forth in this Agreement, Developer shall pay to City an annual fee, that shall be in addition to any other fee or charge to which the Sites and the P roject would otherwise be subject, (herein, the “Annual 578
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Fee”) in the sum of the greater of One Hundred Thousand Dollars ($100,000) each calendar year or twenty-five percent (25%) of the annual gros s advertising revenue generated by each of th e DOADs. If there is a first and last partial ca lend ar year during the term of the Agreement, the amount payable shall be prorated on the basis of a 365-day year . The commencement of the Annual Fee shall be paid on the date of th e Commencement Date fo r each DOAD. Developer acknowledges by its approval and execution of this Agreement that it is voluntarily agreeing to pay the Annual Fee, that its obligation to pay the Annual Fee is an essential term of this Agreement and is not severable from City’s obligations a nd Developer’s vesting ri ghts to be acquired hereunder, and that Developer expres sly waives any constitutional, statutory, or common law right it might have in the absence of this Agreement to protest or challenge the payment of such fee on any ground whatsoever, includin g without limitation pursuant to the Fifth and Fourteenth Amendments to the United States C onstitution, California Constitution Article I Section 19, th e Mitigation Fee Act (California Government Code Section 66000 et seq.), or otherwise.
Beginning on the start of the 5th anniversary of the Commencement Date for each DOAD and every five (5) years thereafter during the Term, the Annual Fee shall be adjusted by the percentage increase in the Consumer Price Index (CPI) as published by the U.S. Bureau of Labor Statistics for Riverside-San Bernardino-Ontario, CA, with a maximum increase of four percent (4%) in any given year, it being understood that under no circumstances shall the Annual Fee be adjusted to exceed twenty percent (20%) of the gross advertising revenue from the immediately preceding year. In the event there is no change in the CPI or in the event there is a d ecrease in the CPI for the prior calendar y ear, then the Annual F ee shall not be changed for the following five (5) years.
3.3 Other Public Benefits.
3.3.1 Monument Sign. As further considerati on for City’s Agreement to allow Developer to develop the DOADs, and regardless of Developer’ s intent to proceed with construction of any D OADs once this Agreem ent is executed, Deve loper shall donate a Monument Sign to City, which shall consist of tw o (2) digital faces, each approximately 4’10” H x 9’8” W in size, paid for by Developer to be placed and installed by Developer on City property. Developer will deliver the Monument Sign faces within approximately 12 weeks from written request by City. Except for the warranty provided below, Developer shall have no duty to maintain, service, replace, repair, or otherwise care for the installed Monument Sign and cannot guaranty against any hardware or elect rical malfunctions. Except for the warranty provided below, City is solely responsible for the maintenance, service, replacement, repair and ultimate care of all parts of the Monument Sign.
Developer hereby provides a one (1) year warranty for the Monument Sign faces from the date the Monument Sign is ins talled and op erat ional. Developer will also transfer all manufacturer’s warranties to City.
3.3.2 Public Service Messages. As additional consideration for City’s Agreement to allow Developer to devel op the DOADs, City shall be enti tled to place public service announcements on each Message Display Center, provided however, that such public service 579
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announcements shall be limited to civic public se rvice messages, including those sponsored by private organizations as approved by the City (hereinafter “Public Service Messages”) and further provided that there is space available. The term Public Service Message shall expressly exclude any message advertising any business, company or event where such message would have a direct and tangible economic benefit to a private, for-profit company. So long as there is space available, City shall be entitled to post up to one eight (8) second Public Service Message per minute on each Message Display Center on a continuous basis. Notwithstanding the foregoing, should City not utilize its allotment of advertising space, Developer shall be entitled to lease that time for other advertising purposes. For all P ublic Service Messages, City shall be responsible for providing Developer with the advertisin g copy and artwork. De veloper shall not be responsible for producing or s ubstantially modifying any advert ising copy for a Public Service Message and shall display the Public Service Message no more than 48 hours after receipt and approval of advertising copy.
3.4 Audit Books and Financial Records. Developer shall prepare and maintain proper, accurate and complete books and financial records regarding any revenue realized pursuant to this Agreement (“Financial Records”). All Financial Records of the Developer shall be maintained in accordance with generally accepte d accounting principles. Developer shall make availab le for examination and copying such Financial Records (except for the copying of Developer’s financial ledgers and statement). Developer shall keep and maintain all such Financial Records separate and distinct from other records and accounts and shall maintain such Financial Records for at least three (3) years after acceptance by City. With prior written notice of not less than ten (10) business days, City, at its sole expense, shall have the right to audit Developer’s Gross Revenue Amount.
If the statement of Gross Revenue Amount previ ously provided to City shall be found to be inaccurate for prior years of the Term, and Developer is found to have underpaid City the Annual Fee that should have been paid to City, Developer shall promptly pay to City such sums as may be necessary to settle in full the accurate amoun t of said Annual Fee that should have been paid to City for the period or periods c overed by such inaccurate statement or statements. In addition, if said audit discloses an underpayment of greater than five percent (5%) with respect to the Gross Revenue Amount reported by Developer for the period or periods of said report(s), then Developer shall immediately pay to City its a ctual and r e asonable costs of such audit (provided that in exercising its rights, the City sh all not engage any auditor working on a contingency fee basis), plus five percent (5%) interest on the amount underp aid, but the application of such interest is limited to three (3) years before the time any underpayment should have been paid to the City.
4. Development of Project.
4.1 Applicable Regulations; Developer’s Vest ed Rights and City’s Reservation o f Discretion with Respect to Subsequent Development Approvals.
Other than as expressly set forth in this Ag reement, during the Term of this Agreement, Developer shall have the vested right to Develop the Project on and with respec t to the Sites in accordance with the terms of the Development Re gulations and this A greement and City shall not prohibit or prevent developm ent of the Sites on grounds incons istent with the Development Regulations or this Agreement. Notwithstanding the foregoing, nothing herein is intended to limit 580
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or restrict City’s discretion with respect to (i) review and approval requi rements contained in the Development Regulations, (ii) exercise of any discretionary authority City retains under the Development Regulations, (iii) the a pproval, conditional approval, or denial of any Subsequent Development Approvals that are required for Development of the Project as of the Effective Date, or (iv) any environmental approvals that may be required under CEQA or any other federal or state law or regulation in conjuncti on with any Subsequent Devel opment Approvals that may be required for the Project, and in this regard, as to future actions referred to in clauses (i)-(iv) of this sentence, City reserves its full discretion to the same extent City would have such discretion in the absence of this Agreement. Furthermore, Developer shall obtain all rights for access, construction, maintenance utilities, etc. for the Project prior to the issuance of permits by the City.
Developer has expended and will continue to expend substa ntial amounts of time an d money planning and preparing for Development of the Project. De veloper represents and City acknowledges that Developer would not make these expenditures without this Agreement, and that Developer is and will be making these expenditu res in reasonable reliance upon its vested rights to Develop the Project as set forth in this Agreement.
4.2 No Conflicting Enactments.
Except to the extent City reserves its discreti on as expressly set forth in this Agreement, during the Term o f this Agreement, City shall not apply to the Project or any of the Sites any ordinance, policy, rule, regulation, or other measure relating to Development of the Project that is enacted or becomes effective after the Effective Date to the extent it conflicts with this Agreement.
4.3 Reservations of Authority.
Notwithstanding any other provision set forth in this Agreement to the contrary, the laws, rules, regulations, and official policies set forth in this Section 4.3 shall apply to and govern the Development of the Project on and with respect to the Sites.
4.3.1 Procedural Regulations. Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure shall apply to the Sites, provided that such procedural regulations are adopted and applied City-wide or to all other properties similarly situated in City.
4.3.2 Processing and Permit F ees. City shall have th e right to charge and Developer shall be required to pay all applicable processing and permit fees to cover the reasonable cost to City of processing a nd reviewing applications and pl ans for any required Subsequent Development Approvals, buildi ng permits, excavati on and grading perm its, encroachment permits, and the like, for performi ng necessary studies and reports in connection therewith, and monitoring compliance with any requirements applicable to Development of the Project, all at the rates in effect at the time fees are due.
4.3.3 Consistent Future City Regulations . City ordinances, resolutions, regulations, and official polic ies governing Development which do not conflict with the Development Regulations, or with respect to such regulations that do conflict, where Developer has consented in writing to the regulations, shall apply to the Sites. 581
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4.3.4 Overriding Federal and State Laws and Regulations. Federal and state laws and regulations that override Developer’s vested ri ghts set forth in this Agreement shall apply to the Sites, together with any City ordinances, resolutions, regulations, and official policies that are necessary to enable City to comply with the p rovisions of any such overriding federal or state law s and regulations, provided that (i) Developer does not waive its right to challenge or contest the validity of any such purportedly overriding federal, st ate, or City law or regulation; and (ii) upon the discovery of any such overridin g federal, state, o r City law or regulation that prevents or precludes compliance with any prov ision of this Agreement, City or Developer shall provide to the other Party a written notice identifying the federal, state, or City la w or regulation, together with a copy of the law or regulat ion and a brief written statement of the conflict(s) between that law or regulation and the provisions of this Agr eement. Promptly thereafter City and Developer shall meet and confer in good faith in a reasonable attempt to determine whether a modification or suspension of this Agreement, in whole or in pa rt, is necessary to comply with such overriding federal, state, or City law or regulation. In such negotiations, City and Developer agree to preserve the terms of this Agreement and the rights of De veloper as derived from this Agreement to the maximum feasible extent while resolving the conflict. City agrees to cooperate with Developer at no cost to City in resolving the conflict in a ma nner which minimizes any financial impact of the conflict upon Developer. City also agrees to process in a pr ompt manner Deve loper’s proposed changes to the Project and any of the Development Regulations as may be necessary to comply with such overriding federal, state, or City law or regulation; provided, however, that the approval of such changes by City shall be subject to the discretion of City, consistent with this Agreement.
4.3.5 Uniform Building Standards. Existing and future building and building- related standards set forth in the uniform codes adopted and amended by City from time to time, including building, electrical, and fire codes, and any modifications and amendments thereof shall all apply to the Project and the Sites to the same extent that the same would apply in the absence of this Agreement.
4.3.6 Public Works Improvements. To the extent Developer constructs or installs any public improv ements, works, or facilities, the City standards in effect for such public improvements, works, or facilities at the time of City’s issuance of a permit, license, or other authorization for construction or installation of same shall apply.
5. Implementation
5.1 Developer shall maintain the S ign Stru ctures and shall main tain, repair, and improve the DOADs in accordance with the st andards of the outdoor-advertising industry.
Developer’s maintenance obligation under this Section 5.1 includes the obligation to remove any graffiti from, and make any re pairs to, the Sign Structures and the DOADs within 48 hours of notification.
5.2 Developer voluntarily covenants and agrees for itself, its successors and assigns, to prohibit advertising displayed on the Digital Display Area for adul t businesses, cabarets, strip clubs, lingerie, and cannabis products of any kind including CBD products. 582
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5.3 The technology currently being deployed for DOADs is LED (light emitting diode), but there may be alternate, preferred or superior technology available in the future. Developer is authorized to change the DOADs to any other technology that operates under the maximum brightness standards set forth in Section 5.4 of this Agreement. The City shall expedite any required approvals for technology that is superior in energy efficiency over previous generations or types.
5.4 DOAD illumination is expressly permitted when operated within these standards.
5.4.1 DOADs shall not operate at brightness levels of more than 0.3 foot candles above ambient light, as measured using a foot candle meter at a pre-set distance.
5.4.2 Distance to measure the foot candles impact shall be measured from a distance of 250 ft. for a sign with a nominal face size of 14’ x 48’.
5.4.3 Each Digital Display Area must have a light sensing device that will adjust the brightness as ambient light conditions change in accordance with the Outdoor Advertising Act.
5.4.4 DOADs shall contain static messages only, and shall not have movement, or the appearance or optical illusion of movement during the static display period, of any part of the sign structure, design, or pictorial segment of the sign, including the movement or appearance of movement. Each static message shall not include flashing lighting or the varying of light intensity.
5.4.5 No DOAD shall involve any red or blinking or intermittent light likely to be mistaken for warning or danger signals nor shall its illumination impair the vision of travelers on the adjacent freeway and/or roadways.
5.5 Th
e DOAD shall be operated with systems and monitoring to freeze the display in one static position, display a full black screen, or turn off, in the event of a malfunction.
5.6 No DOAD shall simulate or imitate any directional, warning, danger or any display likely to be mistaken for any permitted sign intended or likely to be construed as giving warning to traffic, by, for example, the use of the words “stop” or “slow down.”
5.7 No DOAD shall exceed 4050 lumens between the hours of 10PM and sunrise.
5.8 Prior to the issuance of any permits, Developer shall provide all studies and approvals necessary for the City to approve Project in compliance with the City’s obligations under the Western Riverside Multi-Species Habitat Conservation Plan.
5.9 Prior to the issuance of any permits, Developer shall provide City with copies of executed leases, recorded easements for access, utilities, maintenance, and any other documents required for the City to reasonably determine that Developer can construct and maintain the Improvements on the Sites for the Term of the Agreement in addition to any available extensions.
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6. Amendment or Cancellation of Agreement
This Agreement may be amended or canceled in whole or in part only by mutual written and executed consent of the Parties in compliance with California Government Code section 65868 or by unilateral termination by City in the event of an uncured default of Developer.
6.1 Extension.
Developer may request up to, an d upon receipt of a written re quest from Developer, City may grant two (2) five (5) year extensions that extend the Term of this Agreemen t for a total of ten (10) additional years provided that Developer has submitted its written request to extend this Development Agreement.
7. Enforcement.
Unless this Agreement is amended, canceled, modified, or suspended as authorized herein or pursuant to California Government Code section 65869.5, this Agreement shall be enforceable by either Party despite any change in any applicable general or specific plan, zoning, subdivision, or building regulation or other a pplicable ordinance or regulation adopted by City (including by City’s electorate) that purports to apply to any or all of the Sites.
8. Events of Default.
8.1 General Provisions.
In the event of any material default, breach, or violation of the terms of this Agreement (“Default”), the Party alleging a Default shall ha ve the right to deliver a written notice (each, a “Notice of Default”) to the defaulting Party. The Notice of Default shall specify the nature of the alleged Default and a reasonable mann er and sufficient period of t ime to remedy such default. If the Default relates to th e failure to timely make a moneta ry payment due hereunder and not less than thirty (30) days in the event of non-moneta ry Defaults) in which the Default must be cured (the “Cure Period”). During the Cure Period, the Party charged shall not be considered in Default for the purposes of termination of this Agreement or institution of legal proceedings. If the alleged Default is cured within the Cure Period, then the Default thereafter shall be deemed not to exist. If a non-monetary Default cannot be cured during the Cure Period with the exercise of commercially reasonable diligence, the defaulting Party must promptly commence to cure as quickly as possib le, and in no event la ter than thirty (30) days after it re ceives the Notice of Default, and thereafter diligently pursue said cure to completion.
8.2 Default by Developer.
If Developer is alleged to have committed Default and it disputes th e claimed Default, it may make a written request for an appeal hearing before the City Council within ten (10) days of receiving the Notice of Default, and a public hearing shall be scheduled at the next available City Council meeting to consider Developer’s appeal of the Notice of Default. Failure to appeal a Notice of Default to the City Council within the ten (10) day period shall waive any right to a hearing on the claimed Default. If Developer’s appeal of the Notice of Default is timely and in good faith but after a public hearing of Developer’s appeal th e City Council concludes that Developer is in 584
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Default as alleged in the Notice of Default, the accrual date for commencement of the thirty (30) day Cure Period provid ed in Sectio n 9.1 shall be extended until the City Council’s denial of Developer’s appeal is communicated to Developer.
8.3 City’s Option to Terminate Agreement.
In the event of an alleg ed Developer Defau lt, City may not terminate this Agr eement without first delivering a written Notice of Default and providing Developer with the opportunity to cure the Default within the Cure Period, as provided in Section 8.1, and complying with Section
8.2 if Developer timely appeals any Notice of Defa ult with respect to a non-monetary Default. A termination of this Agreement by City shall be valid only if good cause exists and is supported by evidence presented to the City Council at or in connection with a duly no ticed public hearing to establish the existence of a Default. The validity of any termination may be judicially challenged by Developer. Any such judicial challenge must be brought within ninety (90) calendar days of service on Developer, by first class mail, postage prepaid, of written notice of termination by City or a written notice of City’s de termination of an appeal of the Notice o f Default as provided in Section 8.2.
8.4 Default by City.
If Developer alleges a City Default and alleges that the City has not cured the Default within the Cure Period, Developer may pursu e any remedy, including any equitable remedy available to it under this Agre ement, including, without limita tion, an action for a writ of mandamus, injunctive relief, or sp ecific performan ce of City’s oblig ations set forth in this Agreement. Upon a City Default, any resulting delays in Developer’s performance hereunder shall neither be a Developer Default nor constitute grounds for te rmination or cancel lation of this Agreement by City and shall, at D eveloper’s option (and provided Devel oper delivers written notice to City within thirty (30) days of the commencement of the alleged City Default), extend the Term for a period equal to the length of the delay.
8.5 Waiver.
Failure or delay by either Party in delivering a Notice of Default shall not w aive that Party’s right to deliver a future Notice of Default of the same or any other Default.
8.6 Monetary Damages.
The Parties agree that monetary damages shall not be an available remedy for either Party for a Default hereunder by the other Party; provide d, however, that (i) nothing in this Section 8.6 is intended or shall be interpr eted to limit or restrict City’s right to recover the Annual Fees due from Developer as set forth herein ; and (ii) nothing in this Secti on 8.6 is intende d or shall be interpreted to limit or restrict the right of the prevailing Party in any Action to recover its litigation expenses, as set forth in Section 13.
8.7 No Personal Liability of City Officials, Employees, or Agents.
In any judicial proceeding, arbitration, or me diation (collectively, an “Action”) between the Parties that seeks to enforce the provisions of this Agreement or arises out of this Agreement, 585
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the prevailing Party shall recover all of its actual and reasonable costs and expenses, regardless of whether they would be recovera ble under California Code of Civil Procedure section 1033.5 or California Civil Code section 1717 in the absence of this Agreement. Th ese costs and expenses include expert witness fees, atto rneys’ fees, and costs of inves tigation and preparation before initiation of the Action. The right to recover these costs and expenses shall accrue upon initiation of the Action, regardless of whether the Action is prosecuted to a final judgment or decision. No member, official or employee of City shall be pe rsonally liable to Developer, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Developer or its successor or on any obligations under the terms of this Agreement.
9. Force Majeure.
Neither Party shall be d eemed to be in Default where failure or delay in performance of any of its obligations under this Agreement is caused, through no fau lt of the P arty whose performance is prevented or delayed, by floods, earthquakes, other acts of God, fires, wars, epidemics, riots or similar hostilities, strikes or other labor difficulties, state or federal regulations, or court actions. Except as specified above, nonperfo rmance shall not be excused because of the act or omission of a third person. I n no event shall the occurrence of an event o f force majeure operate to extend the Term of th is Agreemen t. In addition, in no event shall th e time for performance of a monetary obligation, including without limitation Developer’s obligation to pay Public Benefit Fees, be extended pursuant to this Section.
10. Indemnity Obligations of Developer.
10.1 Indemnity Arising from Acts or Omissions of Developer.
Except to the extent caused by the intentiona l misconduct or neglig ent acts, errors or omissions of City or one or more of City’s officials, employees, agents, attorneys, and contractors (collectively, the “City ’s Affiliated Parties” ), Developer shall inde mnify, defend, and hold harmless City and City’s Affiliated Parties from and against all non-P arty brought suits, claims, liabilities, losses, dama ges, penalties, obligat ions, and expenses (including but not limited to reasonable attorneys’ fees and costs) (collectively, a “Claim”) that may aris e, directly or indirectly, from the acts, omissions, or operations of De veloper or Developer’s agents, contractors, subcontractors, agents, or employees in the cour se of Development of th e Project or any other activities of Developer relating to the Sites, the Site, or pursuant to this Agreement. City shall have the right to select and retain c ounsel to defend any Claim filed ag ainst City and/or any of City’s Affiliated Parties, and Developer shall pay the reasonable cost for defense of any Claim. The indemnity provisions in this Se ction 10.1 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date.
10.2 Third Party Litigation.
In addition to its indemnity obligations set forth in Section 10.1, Developer shall indemnify, defend, and hold harmless City and City ’s Affiliated Parties from and against any Claim against City or City’s Af filiated Parties seeki ng to attack, set aside, void, or annul the approval of this Agreement, the Adopting Ordinance, any of the Development Regulations for the 586
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Project (including without limita tion any actions taken pursuant to CEQA with respect thereto), any Subsequent Development Approval, or the a pproval of any permit gran ted pursuant to this Agreement. City shall be entitled to retain separate counsel to repres ent City against the Claim and the City’s defense costs for its separate couns el shall be included in Developer’s indemnity obligation, provided that such counsel shall reasona bly cooperate with Developer in an effort to minimize the total litigation expenses incurred by Developer. In the event either City or Developer recovers any attorney’s fees, expert witness fees , costs, interest, or other amounts from the party or parties asserting the Claim, Developer shall be entitled to retain the same (provided it has fully performed its indemnity obligations hereunder). Th e indemnity provisions in this Section 10.2 shall commence on the Agreement Date, regard less of whether the Effective Date o ccurs, and shall survive the Termination Date.
11. Liability Insurance Coverage and Limits .
Commencing upon the Effective Date and throughout the duration of the Term (and during any extensions, if applicable), Developer shall procure and maintain at its own expense, during the Term of this Agreement:
a. Comprehensive General Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal in jury, death, loss, or damage resulting from the wrongful or negligent acts by Developer or its offi cers, employees, servan ts, volunteers, and agents and independent contractors. All in surance policies shall be endorsed to name the City and its officers, employees, serv ants, volunteers, agents and independent contractors as additional insureds.
b. Workers’ Compensation insurance as requi red by the State of Califo rnia, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. c. Property Insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.
All insurance policies shall be end orsed to na me the City and its officers, emp loyees, servants, volunteers, agents and independent contractors as additional insureds.
11.1 Policy Form, Content and In surer. All insurance required by the provisions of this Agreement shall be ca rried only with insurance companies licensed to d o business in this sta te with Best’s Financial Rating of A VII or better or otherwise acceptable to City.
11.2 All such policies required by the provisions of this Agreement shall be non- assessable and shall contain lang uage to the effect that (i) the po licies are primary and noncontributing with any insurance that may be carried by City, (ii) the policies cannot be canceled or materially changed except after thirty (30) days notice by the insurer to City and (iii) City shall not be liable for any premiums or assessments. The insurer under the policy of property insurance for the Sites shall also waive its rights of subrogation against City and City’s members, officers, employees, agents and contractors.
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11.3 All deductibles or self-ins ured retentions shall be commercially reasonable for companies of similar net worth as Developer.
11.4 Upon Developer’s execution and delivery of this Agreement, Developer shall deliver to City cer tificates of insu rance evidencing the insurance co verages specified in this Section 11. Developer shall ther eafter deliver to City origin al certificates and amendatory endorsements evidencing the insurance coverage s required by this Section upon renewal of any insurance policy. Full copies of the policies shall be made available to City upon request.
12. Assignment.
Developer shall have the right to sell, tran sfer, or as sign (hereinafter, collectively, a "Transfer") Developer's interest to the Sites, in whole or in part, to a Permitted Transferee (which successor, as of the effective date of the Transfer, shall b ecome the "Developer" under this Agreement) at any time from the Agreement Date until the Termination Date; provided, however, that any such transfer shall include the assignm ent and assumption of Developer's rights, duties, and obligations set forth in or arising under this Agreement as to the Site or the portion thereof so Transferred and shall be made in strict compliance with the following conditions precedent:
(i) no transfer or assignment of any of Developer's rights or interest under this Agreement shall be made unless made together with the Transfer of all or a part of the Site at issue; and (ii) prior to the effective date of any proposed Transfer, Developer (as transferor) shall notify City, in writing, of such proposed Transfer and deliver to City a writt en assignment and assumption, executed in recordable form by the transferring and successor Developer and in a form subject to the reasonable app roval of the C ity Attorney of City (or de signee), pursuant to which the transferring Developer assigns to the successor Developer and the succe ssor Developer assumes from the transferring Developer all of the rights and obligations of the transferring Developer with respect to the Site at issue or portion thereof to be so Transferred, including in the case of a partial Transfer the obligation to perform such obligations that must be performed outside of the Site so Transferred that are a condition precedent to the successor Developer's right to develop the portion of the Site so Transferred. Any Pe rmitted Transferee shall have all of the same rig hts, benefits, duties, obligations, and liabilitie s of Developer under this Agreem ent with respect to the portion of the Site sold, transferred, and assigned to such Permitted Transferee; provided, however, that in the event of a Transfer of less than all of the Site no such Permitted Transferee shall have the right to enter into an amendment of this Agreement th at jeopardizes or impairs the rights or incre ases the obligations of the Developer with respect to the balance of the Site.
Notwithstanding any Transfer, the transferring De veloper shall continue to be jointly and severally liable to City, together with the succes sor Developer, to perform all of the transferred obligations set forth in or arising under this Agreement unless there is full satisfaction of all of the following conditions, in which event the tran sferring Developer shall be automa tically released from any a nd all oblig ations with respect to th e portion of the Site so Transferred: (i) the transferring Developer no longer ha s a legal or equitable interest in the portion of the Site so Transferred other than as a beneficiary under a deed of trust; (ii) the transferring Developer is not then in Default under this Agreement and no condition exists that with the passage of time or the 588
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giving of notice, or both, would constitute a Default hereunder; (iii) the transferring Developer has provided City with the notice a nd the fully executed written a nd recordable assignment and assumption agreement required as se t forth in the first p aragraph of this Section 11; and (iv) the successor Developer either (A) pro vides City with substitute security equivalent to any security previously provided by the transferring Developer to City to secure performance of the successor Developer's obligations hereunder with respect to the Site or the portion of the Site so Transferred or (B) if the transferred obligation in question is not a secured obligation, the successor Developer either provides security reasonably satisfactory to City o r otherwise demonstrates to City' s reasonable satisfaction that the successor Devel oper has the financial resources or commitments available to perform the transfer red obligation at the time and in the manne r required under this Agreement and the Development Regulations for the Project.
13. Mortgagee Rights.
a. Encumbrances on Site.
The Parties agree that this Agreement shall no t prevent or limit Developer in any manner from encumbering the Sites, any part of the S ites, or any improvemen ts on the Sites with any Mortgage securing financing with respect to the construction, deve lopment, use, or operation of the Project.
b. Mortgagee Not Obligated.
Notwithstanding the provisions of this Se ction 13, a Mortgagee will not have any obligation or duty under the terms of this Agreement to perform th e obligations of Developer or other affirmative covenants of Developer, or to guarantee this perfo rmance except that: (i) the Mortgagee shall have no right to develop the Project under the Development Regulations without fully complying with the terms of this Agreement; and (ii) to the extent th at any covenant to be performed by Developer is a condition to the perf ormance of a covenant by City, that performance shall continue to be a condition precedent to City’s performance. c. Notice of Default to Mortgagee; Right of Mortgagee to Cure.
Each Mortgagee shall, upon written request to City, be entitled to receiv e written notice from City of any default by Developer of its obligations set forth in this Agreement.
Each Mortgagee shall have a further right, but not an obligation, to cure the Default within thirty (30) days after receiving a Notice of Default with respect to a monetary Default and within sixty (60) days after receiving a Notice of Defaul t with respect to a non-monetary Default. If the Mortgagee can only remedy or cure a non-monetary Default by obtai ning possession of the Site, then the Mortgagee shall have the right to seek to obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure the non-monetary Default within sixty (60) days after obtaining possession and, except in case of emergency or to protect the public health or safety, City may not exercise any of its judicial remedies set forth in this Agreement to terminate or substantially alter the rights of the Mortgagee until expiration of the sixty (60)-day period. In the case of a non-monetary Default that cannot with diligence be re medied or cured within sixty (60) days, the Mortgagee shall have additional time as is reasonably necessary to remedy or cure 589
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the Default, provided the Mortgagee promptly commences to cure th e non-monetary Default within sixty (60) days and diligently prosecutes the cure to completion.
14. Miscellaneous Terms.
a. Notices.
Any notice or demand that shall be required or permitted by law or any provision of this Agreement shall be in writing. If the notice or demand will be served upon a Party, it either shall be personally delivered to the Part y; deposited in the United States mail, certified, return receipt requested, and postage prepaid; or delivered by a reliable courie r service that provides a receipt showing date and time of delivery with courie r charges prepaid. The notice or demand shall be addressed as follows:
To City: City of Murrieta
1 Town Square
Murrieta, California 92562
Attn: City Manager
With a copy to: City Attorney
Aleshire & Wynder, LLP
18881 Von Karman Ave, #1700
Irvine, California 92612
Attn: Tiffany J. Israel
To Developer:
Lamar Central Outdoor, LLC
449 East Parkcenter Circle South
San Bernardino, California 92408
Attn: Brian Smith
With a copy to: Stream Kim Hicks Wrage & Alfaro
3403 Tenth Street, Suite 700
Riverside, CA 92501
Attn: Theodore K. Stream, Esq.
Either Party may change the address stated in this Section 13.1 by delivering notice to the other Party in the manner provided in this Sectio n 13.1, and thereafter notices to such Party shall be addressed and sub mitted to the new address. Notices delivered in accordance with this Agreement shall be deemed to be delivered upon th e earlier of: (i) the date received or (iii) three business days after deposit in the mail as provided above. b. Project as Private Undertaking.
The Development of the Project is a private undertaking. Neither Pa rty is acting as the agent of the other in any respect, and each Party is an independent contracting entity with respect to the terms, covenants, and c onditions set forth in this Agreement. This Agreement forms no partnership, joint venture, or other association of any kind. The only relationship between the 590
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Parties is that of a government entity regulating the Development of private property with a legal interest in the property.
c. Attorney Fees.
If the services of any attorney are required by any party to se cure the performance of this Agreement or otherwise upon the breach or default of another party, or if any judicial remedy or arbitration is necessary to enforce or interpret any provisions of this Agreement or the rights and duties of any person in relation to this Agree ment, the prevailing party shall be entitled to reasonable attorneys' fees, costs and other expenses, in addition to any other relief to which such party may be entitled. P revailing party includes (a) a party who dismisses an action in exchange for sums allegedly due; (b) the party that receives performance from the other party of an alleged breach of covenant or a desired remedy, if it is substantially equal to the relief sought in an action; or (c) the party determined to be prevailing by a court of law. d. Cooperation.
Each Party shall cooperate with and provide reasonable assistance to the other Party to the extent consistent with and necessary to implement this Agreement. Upon the request of a Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record the required instrume nts and writings and take any actions as may be reasonably necessary to implement this Agreement or to evidence or consummate the transactions contemplated by this Agreement.
e. Estoppel Certificates.
At any time, either Party may deliver written notice to the other Party requesting that that Party certify in writing that, to the best of its knowledge: (i) this Agreement is in f ull force and effect and is binding on the Party; (ii) this Agreement has not been amended or modified either orally or in writing or, if this Agree ment has been amended, the Party providing the certification shall identify the amendments or modifications; and (iii) the requesting Party is not in Default in the performance of its obligations under this Ag reement and no event or situation has occurred that with the passage of time or the giving of Notice or both would constitute a Default or, if such is not the case, then the other Party shall describe the nature and amount of the actual or prospective Default.
The Party requested to fu rnish an estoppel certificate shall execute and retu rn the certificate within thirty (30) days following receipt.
f. Rules of Construction.
The singular includes the plural; the masculine and neuter include the feminine; “shall” is mandatory; and “may” is permissive.
g. Time Is of the Essence.
Time is of the essence regarding each provision of this Agreement as to which time is an element.
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h. Waiver.
The failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, and failure by a Party to exercise its rights upon a Default by the other Party, shall not constitute a waiver of that Party’s right to demand strict compliance by the other Party in the future.
i. Counterparts.
This Agreement may be executed in two or mo re counterparts, each of which shall be identical and may be in troduced in evidence o r used for any other purpose without any other counterpart, but all of which shall together constitute one and the same agreement. j. Entire Agreement.
This Agreement constitutes the entire agreem ent between the Parties and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter addressed in this Agreement.
k. Severability.
If any term, provision, covenant or condition of this Agreement shall be determined in valid, void or unenforceable, then that term, provision, covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreem ent shall remain valid and enforceable if that stricken term, provision, covenant or cond ition is no t material to th e main purpose of this agreement, which is to allow th e Development to be permitted and operated and to provide the Annual Fee to the City; otherwise, this Agreement shall terminate in its entirety, unless the Parties otherwise agree in writing, which agreement shall not be unreasonably withheld. l. Construction.
Both City and Developer are sophisticated parties who were repr esented by independent counsel throughout the negotiations . City and Developer each ag ree and acknowledge that the terms of this Agreement are fa ir and reasonable, taking into account their respective purposes, terms, and conditions. This Agreement shall therefore be construed as a whole consistent with its fair meaning, and no principle or presumption of contract construc tion or interpretation shall be used to construe the whole or any part of this Agreement in favor of or against either Party. m. Successors and Assigns; Constructive Notice and Acceptance.
The burdens of this Agreement shall be bindi ng upon, and the benefits of this Agreement shall inure to, all succes sors in interest to the P arties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to Development of the Sites: (i) is for the bene fit of and is a burden upon every porti on of the Sites; (ii) runs with the Sites an d each portion thereof; and (iii) is binding upo n each Party and each successo r in interest during its ownership inte rests of the Sites or any portion thereof. Every person or entity who now or later owns or acquires any right, title, or interest in any part of the Project or the Sites 592
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is and shall be conclusively de emed to have consented and agr eed to every p rovision of this Agreement.
n. No Third-Party Beneficiaries.
The only Parties to th is Agreement are City and Developer. This Agreement does not involve any third-party beneficiaries, and it is not intended and shall not be construed to benefit or be enforceable by any other person or entity.
o. Applicable Law and Venue.
This Agreement shall be construed and enforce d consistent with the internal laws of the State of California, without regard to conflicts of law principles. Any action at law or in equity arising under this Agreement or brought by any Party for the purpose of enforcing, construing, or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, or the United States District Court for this County. The Parties waive all provisions of law pr oviding for the removal or change of venue to any other court.
p. Section Headings.
All section headings and subheadings are inserted for convenience only and shall not affect construction or interpretation of this Agreement.
q. Incorporation of Recitals and Exhibits.
All of the Recitals are incorporated into this Agreement by this reference. Exhibits A, B-1, B-2, C-1, C-2, D-1 and D-2 are attached to this Ag reement and incorporated by this reference as follows:
EXHIBIT
DESIGNATION
DESCRIPTION
A Relocation Agreement
B-1 Legal Description of Site 1
B-2 Depiction of Site 1
C-1 Legal Description of Site 2
C-2 Depiction of Site 2
D-1 Legal Description of Site 3
D-2 Depiction of Site 3
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r. Recordation.
The City Clerk of City shall record this Ag reement and any amendment, modification, or cancellation of this Agr eement in the Office of the County Recorder of the County of Riverside within the period required by California Government Code section 65868.5. The date of recordation of this Agreement sh all not modify or amend the Effe ctive Date or the Termin ation Date.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE TO
DEVELOPMENT AGREEMENT
“DEVELOPER”
By:
By:
Name: C. Todd Porter
Title: VP & General Manager
“CITY”
CITY OF MURRIETA, a municipal
corporation
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On , before me, the undersigned, a Nota ry Public in and for said State, personally appeared and , who proved to me
on the basis of satisfactory evidence to be the pe rsons whose names are subs cribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENAL TY OF P ERJURY under the laws of the State of Califor nia that the foregoing paragraph is true and correct.
Witness my hand and official seal.
Notary Public in and for
said County and State
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On , before me, the undersigned, a Nota ry Public in and for said State, personally appeared and , who proved to me
on the basis of satisfactory evidence to be the pe rsons whose names are subs cribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENAL TY OF PE RJURY under the laws of the Sta te of Califor nia that the foregoing paragraph is true and correct.
Witness my hand and official seal.
Notary Public in and for
said County and State
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EXHIBIT A
RELOCATION AGREEMENT
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BILLBOARD RELOCATION AGREEMENT
THIS BILLBOARD RELOCATION AGREEMENT
this _____ day of _______________, 2023 CITY OF
LLC,
RECITALS
WHEREAS, Lamar owns and operates legal non-conforming billboard advertising
WHEREAS, the California Outdoor Advertising Act, Business and Professions Code, Section 5200, et. seq. (in particular Bus. & Prof. Code Section 5412), encourages local entities and display owners to enter into relocation agreements which allow local entities to continue development in a planned manner without expenditure of public funds while allowing the continued maintenance of private investment and a medium of public communications; WHEREAS, the California Outdoor Advertising Act (in particular Bus. & Prof. Code Section 5412) specifically empowers, and encourages, local agencies to enter into relocation agreements on whatever terms are agreeable to the City and display owners and to adopt ordinances and resolutions providing for relocation of displays; WHEREAS, the City has previously approved a Relocation Agreement dated April 15, 1997, a c
s not yet been
replaced;
WHEREAS, the City of Temecula, in cooperation with the California Department of Transportation (Caltrans), filed a Complaint in Eminent Domain per Riverside County Superior Court Case No. CVSW2200256 to condemn the interests of the Old Billboard, which lies within the I-15/French Valley Parkway Improvements Project. Lamar and the City of Temecula entered a settlement agreement whereby the City of Temecula would expend public funds to compensate Lamar for all dismantle costs, rebuilding costs and lost rent associated with the removal of the Old Billboard;
WHEREAS, the City has the opportunity and ability to prevent the unnecessary expenditure of public condemnation funds for the removal of the Old Billboard by permitting Lamar to relocate it outside the parameters of the I-15/French Valley Parkway Improvements Project;
WHEREAS, the City wishes to prevent the unnecessary expenditure of public condemnation funds while upholding its previous commitment to modernize the Old Billboard; WHEREAS, the City further desires to reduce the number of Billboards within the City thereby diminishing visual clutter and improving the aesthetic appearance of the City; 20th December, 2022 -------
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WHEREAS, this Agreement relates to eight (8) Billboards in the City:
(A) the permanent removal of three (3) Billboards;
(B) the right to construct and erect one (1) of those removed Billboards on relocated property;
(C) the right to reconstruct three (3) Billboards in order to remove old, obsolete displays and allow for modernized displays; and
(D) the right to relocate and reconstruct the Old Billboard, which has not been completed after it was authorized in the Relocation Agreement dated April 15, 1997.
WHEREAS, Section 16.38.150 of the City Municipal Code allows and encourages the relocation and reconstruction of existing Billboards upon approval of a Billboard Relocation Agreement and upon compliance with the provisions therein; WHEREAS, the City and Lamar now wish to enter into this Agreement to memorialize the terms and conditions upon which Lamar will have the right to relocate and reconstruct certain of its legally existing Billboards.
OPERATIVE PROVISIONS
NOW, THEREFORE , in consideration of the foregoing Recitals, which Recitals are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and consideration of the mutual covenants set forth herein, the Parties hereby agree as follows:
1. Term of Agreement. Unless terminated earlier as provided in this Agreement, this Agreement shall continue in full force and effect for so long as any obligation is owed by either Party pursuant to the terms of this Agreement.
2. Existing Billboard Removal.
a. Permanent Removal of Existing Billboards. In exchange for the ability to develop the 215/Keller Billboard and Reconstructed Billboards, identified below, Lamar shall permanently remove the three (3) existing
B
. Each of the Removed Billboards currently holds the status of a legal non-conforming use as the term is defined by the City Development Code. Removal of the Removed Billboards identified in Exhibit B shall be in accordance with all applicable federal, state and local regulations.
Lamar shall, at its sole cost and expense, secure all required permits necessary to remove the
b. Timing of Removal. Lamar shall remove the Removed Billboards on an ongoing basis as each Reconstructed Billboard receives its necessary approvals for development.
Each removal shall take place within sixty (60) days of the Effective Date of each Reconstructed Development Approvals, as described in Section 4a below. For purposes of this 599
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periods provided for by the City Development Code and applicable to City approval of City sign permits, or (2) if an appeal is filed, the date upon which either the Planning Commission and/or City Council approval becomes final. Notwithstanding the foregoing, Lamar shall not be entitled to commence construction and installation of the 215/Keller Billboard or Reconstructed Billboard(s) prior to the removal of all of the Removed Billboards. If Lamar has not obtained the Development Approvals for the Reconstructed Billboards, Lamar shall have no obligation to remove any of the Removed Billboards pursuant to the terms of this Agreement and the obligations of the Parties under this Agreement shall terminate and the Agreement shall be of no further force and effect.
3. Relocation and Reconstruction of Billboards.
a. 215/Keller Billboard. Upon the permanent removal of the Removed Billboards, Lamar shall be entitled to construct one (1) Billboard upon City-owned property located by the the precis
reasonable approval for traffic safety. Lamar shall be entitled to construct the 215/Keller Billboard with a two-panel changeable message digital display. The 215/Keller Billboard shall be subject to the approval of a sign permit and Conditional Use Permit, as provided in Section 4b below, and a lease incorporating the revenue sharing provisions of Section 5 below.
Lamar acknowledges that a future freeway interchange is planned for Keller Road and Interstate 215. In the event that a regulatory authority condemns or takes any portion of the agrees to allow Lamar to relocate the 215/Keller Billboard to another location in the same area or to an alternative location determined by the Parties at that time. City agrees that any damages relating to the 215/Keller Billboard paid for by the regulatory authority, including the costs of relocation, will be awarded to Lamar.
b. Reconstructed Billboards. Upon the permanent removal of the Removed Billboards, Lamar shall also be entitled to reconstruct three (3) existing Billboards upon private property, more specifically described and de
-
conforming use as the term is defined by the City Development Code. Lamar shall be entitled to incorporate either single or double-sided changeable message digital displays into the Reconstructed Billboards. The Reconstructed Billboards shall be subject to the approval of a sign permit and a Development Agreement as provided in Section 4b below. c. Old Billboard. Lamar shall be entitled to reconstruct the Old Billboard, which was originally approved for reconstruction in the Relocation Agreement dated April 15, 1997 (Exhibit A), at a nearby location outside of the I-15/French Valley Parkway Improvements Project to prevent the unnecessary expenditure of public condemnation funds. The reconstructed Old Billboard shall be a double-sided static Billboard. Lamar shall obtain all the necessary sign permits required for the construction of the Old Billboard, but will not be required to obtain a Conditional 600
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Use Permit or Development Agreement. This Agreement supersedes the April 15,1997 Relocation Agreement in its entirety, and the 1997Agreement shall no longer have any effect. d. Findings. The City Council has found that this Agreement is in the public interest of the City and its residents. Adopting this Agreement constitutes a present exercise of s and
relocation sites are compatible with the uses and structures on the site and in the surrounding area.
This Agreement is intended to achieve a number of the Ci of visual clutter by reducing the number of overall billboards located within the City and the appearance as a whole, without expenditure of public funds, while accommodating continued investment in the City and preservation of expectations of developers and property owners and the use of outdoor advertising as an important medium of communication. The proposed 215/Keller Billboard, Reconstructed Billboards and Old Billboard would not create a traffic or safety problem with regard to onsite access circulation or visibility, nor would they interfere with onsite parking or landscaping required by City ordinance or permit. Additionally, the proposed 215/Keller Billboard, Reconstructed Billboards and Old Billboard conceptual designs promote the character of the City. Finally, the City Council has found that the proposed 215/Keller Billboard, Reconstructed Billboards and Old Billboard would not otherwise result in a threat to the general health, safety and welfare of City residents.
4. Development Approvals.
a. Lamar shall, at its own expense, secure or cause to be secured all necessary permits and approvals, which may be required by all City, State, or any other governmental agency or utility affected by such construction, development or work to be performed by Lamar related to the Agreement, including, but not limited to, this Agreement and related staff reports and documents, sign permits, a Conditional Use Permit for the 215/Keller Billboard and Development Agreement for the Reconstructed Billboards, building and demolition permits, and all approvals required under CEQA and the State CEQA Guidelines, and all permits and approvals required Approvals").
b. Within ninety (90) days of the approval of this Agreement, Lamar shall, at its sole cost and expense, submit sign permit application(s), a Conditional Use Permit application for the 215/Keller Billboard and Development Agreement applications for the Reconstructed Billboards, with accompanying fees, to the City Planning Department for the development of such billboards struct and install the 215/Keller Billboard and Reconstructed Billboards are expressly conditioned upon City approval of a Conditional Use Permit or Development Agreement (as applicable), and subsequent approval of a sign permit. The foregoing applications shall include the written consent of the property owner. An application for a sign permit shall be accompanied by construction drawings reflecting the design detail of the proposed billboards. Upon receipt of an application for a sign permit submitted pursuant to this Agreement, the City Planning Director shall review the sign permit application to determine whether the design 601
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of the proposed billboard(s) is substantially similar to the conceptual designs reflected in Exhibit orporated herein by this reference. Lamar acknowledges that, in addition to sign permits, Conditional Use Permit and Development Agreement, Lamar must obtain building permits from City prior to construction and installation of the 215/Keller Billboard and Reconstructed Billboards.
5. One-Time Payment and Revenue Sharing. As material consideration for City allowing Lamar to construct and operate the 215/Keller Billboard, the Reconstructed Billboards and the Old Billboard, Lamar shall pay the City a collective payment totaling One Million Dollars ($1,000,000.00). The payment shall be made in four equal installments of Two-Hundred and Fifty Thousand Dollars ($250,000.00). Each installment shall be paid to the City as each of the 215/Keller Billboard and the Reconstructed Billboards are fully operational (i.e., all the Billboards are not required to be operational before the first payment is due). Lamar shall also pay the City an annual fee equal to the greater of (i) One Hundred Thousand Dollars ($100,000.00) or (ii) twenty-five percent (25%) of the annual gross advertising revenue generated by each of the 215/Keller Billboard and Reconstructed Billboards. The lease agreement and development agreement(s) negotiated between the Parties for these billboards shall provide that such revenue The annual fee shall be
further described in the applicable agreement.
6. City Hall Digital Monument. Lamar shall donate a City Hall Digital Monument resolution pitch of 17mm or better and a display face
not exceeding 250 square feet in a design as agreed upon by the Parties. Lamar shall have no duty to maintain, service, replace, repair, or otherwise care for the Monument Sign and cannot guaranty against any hardware or electrical malfunctions. City is solely responsible for the maintenance, service, replacement, repair and ultimate care of the Monument Sign.
7. Public Service Messages
allow Lamar to develop the 215/Keller Billboard and Reconstructed Billboards, City shall be entitled to use of advertising space on the S ; provided, however, that messages placed by City on the Signs must be limited to non-profit, public service messages exclude any message advertising any business, company or event where such message would have a direct and tangible economic benefit to a private, for-profit company. The value of the Public Service Messages is estimated to be $300,000 annually.
For all Public Service Messages, City shall be responsible for providing Lamar with the advertising copy. Lamar shall not be responsible for producing or substantially modifying any advertising copy for a Public Service Message, and shall have 48 hours after receipt and approval of advertising copy to display the Public Service Message.
8. . The Parties acknowledge that public advertising is an important form of public communication. City desires to preserve this type of communication while preserving the character of the community and prevent exposure of its residents to . Accordingly, Lamar shall be prohibited
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from displaying such offensive advertising material including, but not limited to, advertising for adult businesses, cabarets, strip clubs, lingerie, and cannabis products of any kind including CBD products.
9. Indemnity. Lamar, as a material part of the consideration to be rendered to City under this Agreement, shall indemnify City, its agents and employees and any successors or assigns and each of them harmless from any and all actions, suits, claims, damages to persons or property, loss
of or in connection with the use and maintenance of the 215/Keller Billboard, Reconstructed failure of Lamar to keep such billboards in good condition and repair, (b) the negligent acts or term or covenant of this Agreement, and in connection with the foregoing indemnity:
a. Lamar shall defend any action or actions filed in connection with any of said Indemnified Claims and Liabilities and will pay all costs and expenses,
b. Lamar shall promptly pay any judgment rendered against the City and the City Parties for any such Indemnified Claims and Liabilities; and Lamar shall save and hold City and City Parties harmless therefrom; and
c. In the event City Parties are made a party to any action or proceeding filed or prosecuted against Lamar Parties for such Indemnified Claims and Liabilities, Lamar shall pay to City any and all costs and expenses incurred by City Parties in such action or proceeding, including but not limited to, legal costs and
Lamar and City further acknowledge that Lamar shall not indemnify City Parties for any Indemnified Claims and Liabilities caused by or arising out of the gross negligence or willful misconduct of City Parties.
10. General Provisions.
a. Assignment. Lamar may only assign or otherwise transfer this Agreement to any other person, firm, or entity upon presentation to the City of an assignment and assumption written approval of such assignment or transfer by the City Manager; provided, however, that Lamar may, from time to time and one or more times, assign this Agreement to one or more persons long as Lamar, or
entities owned or controlled by it, have and maintain at least a twenty-five percent (25%) ownership interest in such entities who are the assignees or transferees. After a transfer or assignment as permitted by this Section, the City shall look solely to such assignee or transferee for compliance with the provisions of this Agreement which have been assigned or transferred. 603
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b. Waiver. The waiver by any Party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition, or of any subsequent breach of the same term, covenant or condition. c. Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be sent by: (a) certified or registered mail, postage pre-paid, return receipt requested, (b) personal delivery, or (c) a recognized overnight carrier that provides proof of delivery, and shall be addressed as follows:
If to Lamar:
Lamar Central Outdoor, LLC
449 East Parkcenter Circle South
San Bernardino, CA 92408
Attention: Brian Smith
If to the City:
City of Murrieta
Attn: Planning Director
1 Town Square
Murrieta, CA 92562
With a Copy to:
Stream Kim Hicks Wrage & Alfaro, PC
Attn: Theodore Stream, Esq.
3403 Tenth Street, Suite 700
Riverside, CA 92501
With a Copy to:
City of Murrieta
Attn: City Manager
1 Town Square
Murrieta, CA 92562
Aleshire & Wynder, LLP
Attn: Tiffany J. Israel
18881 Von Karman Avenue
Suite 1700
Irvine, CA 92612
Notices shall be deemed effective upon receipt or rejection only. d. Authority to Enter Agreement. All Parties have the requisite power and authority to execute, deliver and perform the Agreement. All Parties warrant that the individuals who have signed this Agreement have the legal power, right, and authority to bind each respective Party.
e. Amendment/Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by all Parties. f. . In the event of litigation between the Parties arising out of this and expenses for investigation of such action, including the conducting of discovery, in addition to whatever other relief to which it may be entitled.
g. Time is of the Essence. Time is of the essence of each and every provision of this Agreement.
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h. Miscellaneous. This Agreement embodies the entire agreement between the Parties and supersedes any prior or contemporaneous understandings between the Parties related to the Agreement. If any provision of this Agreement is held to be invalid, the balance shall remain binding upon the Parties. This Agreement shall be interpreted in accordance with its plain meaning, and not in favor of or against either Party. This Agreement shall be construed according to the laws of the State of California.
i. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date set forth below.
ATTEST:
CITY
CITY OF MURRIETA
By:
________________________________
Kim Summers, City Manager
By: __________________________________
Cristal McDonald, City Clerk
APPROVED AS TO FORM:
By:
_________________________
Tiffany Israel, City Attorney
LAMAR
LAMAR CENTRAL OUTDOOR
By: ________________________________
By: C. Todd Porter
Its: Vice President and General Manager
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A
Relocation Agreement
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01375.0020/802274.8 EXHIBIT A PAGE 13
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01375.0020/802274.8 EXHIBIT B PAGE 1
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B
Removed Billboards
Sign
No.
Board
Lease No. Display Nos. Location
1 5052 70521 /70522
I-15 EL .2mi N/O 215 Overpass
APN: 910-390-021
2 5054
70541/70542
I-15 EL .3mi N/O 215 Overpass APN 910-390-
021
3 3361
33613/33614
I-15 WL 1.35mi N/O Winchester APN: 910-210-
050.
621
01375.0020/802274.8 EXHIBIT C PAGE 1
L375/000 - 398407.1
C
215/Keller Billboard
No. Location
1. Corner of Keller Rd and Antelope Rd. APN: 384-220-001
622
01375.0020/802274.8 EXHIBIT D PAGE 1
L375/000 - 398407.1
D
Reconstructed Billboards
Sign
No.
Board
Lease No. Display Nos. Location
1 3331
33311/33312
I-15 WL 1.2 Mi N/O Winchester APN: 910-210-055
2 3333
33331/33332
I-15 & 215 EL S/O Overpass APN: 910-020-077
3 5058
70581/70582
I-15 E/L 1.5 mi N/O Winchester APN: 910-060-009
623
01375.0020/802274.8 EXHIBIT E PAGE 1
L375/000 - 398407.1
E
Conceptual Billboard Designs
624
01375.0020/802274.8 EXHIBIT E PAGE 2
L375/000 - 398407.1
625
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EXHIBIT B-1
LEGAL DESCRIPTION OF PROPERTY
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF MURRIETA AND DESCRIBED AS FOLLOWS:
PARCEL A OF THAT CERTAIN CERTIFICATE OF PARCEL MERGER NO. 3184 RECORDED NOVEMBER 07, 2006 AS INSTRUMENT NO. 2006-0823469 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING PARCELS 13 AND 14 AS SHOWN ON PARCEL MAP 21997 RECORDED IN PARCEL MAP BOOK 184 PAGES 28 AND 29 IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER RIVERSIDE, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST CORNER OF SAID PARCEL 13;
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 13 AND 14, NORTH 48° 21' 18" EAST, 377.33 FEET TO THE NORTH CORNER OF SAID PARCEL 14;
THENCE, ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 14, SOUTH 28° 41' 07" EAST, 311.13 FEET TO THE EAST CORNER OF SAID PARCEL 14;
THENCE, ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 14, SOUTH 48° 37' 40" WEST, 152.60 FEET TO A POINT ON A NON-TANGENT CURVE ON THE NORTHEASTERLY
RIGHT-OF-WAY LINE OF THE CUL-DE-SAC OF GOLDEN GATE CIRCLE AS SHOWN ON SAID MAP, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 61.00 FEET, THE PREVIOUS COURSE BEING RADIAL TO SAID CURVE;
THENCE, CONTINUING ALONG THE SOUTHEAST LINE OF SAID PARCEL 14 AND THE SOUTHEAST LINE OF SAID PARCEL 13, SOUTHWESTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 107° 12' 31", 114.14 FEET;
THENCE CONTINUING ALONG SAID LINE, SOUTH 31° 25' 09" WEST, 50.00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 100.00 FEET;
THENCE, SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17° 12' 31", 30.04 FEET TO THE SOUTH CORNER OF SAID PARCEL 13;
THENCE, ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL 13, RADIAL TO SAID CURVE, NORTH 41° 22' 20" WEST, 262.74 FEET TO THE POINT OF BEGINNING. 626
EXHIBIT B-2
DEPICTION OF SITE 1
627
z
3 Cl -
:I! u
j
0 w
D
c�
,
w
0"°"'
� SEWAGE TO EASTERN MUNICIPAL WATER DISTRICT, AS SET FORTH IN A DOCUMENT RECORDED MAY 14, 1996, AS INSTRUMENT NO. 177006, OF OFFICIAL RECORDS, REF. RB-4032.
I
W
PROJECT INFORMATION ZONING INFORMATION KEY MAP
PROJECT:
PROPERTY ADDRESS:
APN:
SCOPE OF WORK:
NEW 14'x48' DIGITAL BILLBOARD
41085 GOLDEN GATE CIRLCE, MURRIETTA, CA 92562
910-210-055
DEMOLISH EXISTING SIGN, CONSTRUCT NEW DIGITAL SIGN
IMTHIN THE TWO EASEMENTS (E12 & E23)AS WELL AS THE
15' AIRSPAC EASEMENT ON THE ADJACENT PROPERTY (IF
NECCESSARY).
ZONING:
LOT AREA.
PARKING:
INNOVATION
96,267.6 SO.FT. (2.21 ACRES)
REMOVE ONE
PROJECT LOCATION ---------
Date:
By:
Approved
City of Murrieta
Planning Division
28/23
41109
J
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF MURRIETA AND DESCRIBED AS FOLLOWS:
PARCEL A OF THAT CERTAIN CERTIFICATE OF PARCEL MERGER NO. 3184 RECORDED NOVEMBER 07, 2006 AS INSTRUMENT NO. 2006-0823469 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING PARCELS 13 AND 14 AS SHOWN ON PARCEL MAP 21997 RECORDED IN PARCEL MAP BOOK 184 PAGES 28 AND 29 IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER RIVERSIDE, CALIFORNIA.DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST CORNER OF SAID PARCEL 13:
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 13 AND 14, NORTH 48• 21' 18" EAST. 377.33 FEET TO THE NORTH CORNER OF SAID PARCEL 14;
THENCE, ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 14, SOUTH 28. 41' 07" EAST, 311.13 FEET TO THE EAST CORNER OF SAID PARCEL 14;
THENCE, ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 14, SOUTH 48• 37' 40" WEST, 152.60 FEET TO A
POINT ON A NON-TANGENT CURVE ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF THE CUL-DE-SAC OF GOLDEN GATE CIRCLE AS SHOWN ON SAID MAP, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 61,00 FEET, THE PREVIOUS COURSE BEING RADIAL TO SAID CURVE;
THENCE, CONTINUING ALONG THE SOUTHEAST LINE OF SAID PARCEL 14 AND THE SOUTHEAST LINE OF SAID PARCEL 13, SOUTHWESTERLY ON SAID CURVE THROUGH A CENTRAL ANGLE OF 107• 12' 31", 114.14 FEET; THENCE CONTINUING ALONG SAID LINE, SOUTH 31" 25' 09" WEST, SO.DO FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE, SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17" 12' 31". 30.04 FEET TO THE SOUTH CORNER OF SAID PARCEL 13;
THENCE, ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL 13, RADIAL TO SAID CURVE, NORTH 41" 22' 20" WEST, 262.74 FEET TO THE POINT OF BEGINNING.
EASEMENTS (ITEMS OF EXCEPTIONS IN TITLE REPORT)
ITEM 10: THE CENTERLINE OF UNDISCLOSED W1DTH EASEMENT AND RIGHTS INCIDENTAL THERETO FOR POLE LINES. CONDUITS OR UNDERGROUND FACILITIES TO CALIFORNIA ELECTRIC POWER COMPANY, AS SET FORTH IN A DOCUMENT RECORDED AUGUST 14, 1957. IN BOOK 2133 PAGE 407, OF OFFICIAL RECORDS.
� ITEM 11: A 30' EASEMENT FOR INGRESS AND EGRESS TO RONALD FREDERICK OWEN AND MAY ELIZABETH OWEN, HUSBAND AND W1FE AS JOINT TENANTS. AS SET FORTH IN A DOCUMENT RECORDED MARCH 13, 1980, AS INSTRUMENT NO. 48634, OF OFFICIAL RECORDS.
AFFECTS THE SOUTHERLY 30' OF SAID LAND.
@ ITEM 12: EASEMENT AND RIGHTS INCIDENTAL THERETO FOR CONSTRUCTION, REPLACEMENT AND
REMOVAL OF A BILLBOARD ADVERTISING SIGN, INCLUDING SUCH ADDITIONAL SIGNS AS SAID GRANTEE
MAY IN FUTURE REQUIRE TO RANCON CORPORATION, A CALIFORNIA CORPORATION, AS SET FORTH IN A DOCUMENT RECORDED JUNE 2, 1986, AS INSTRUMENT NO. 127161, OF OFFICIAL RECORDS.
SAID DOCUMENT WAS MODIFIED BY AN INSTRUMENT RECORDED ON DECEMBER 31, 1986, AS INSTRUMENT NO. 337229, OF OFFICIAL RECORDS.
A DOCUMENT RECORDED SEPTEMBER 22, 2005 AS INSTRUMENT NO. 2005-0785189 OF OFFICIAL
RECORDS PROVIDES THAT THE INTEREST OF THE EASEMENT HOLDER WAS TRANSFERRED TO TLC PROPERTIES, INC.. A LOUISIANA CORPORATION.
ITEM 20: AN EASEMENT FOR STORM DRAIN PURPOSES DEDICATED TO THE CITY OF MURRIETA PER PARCEL MAP NO. 21997 FILED IN BOOK 184, PAGE 28AND 29, IN THE OFFICE OF THE RIVERSIDE COUNTY RECORDER. @ AFFECTS: THE EASTERLY 10' OF SAID LAND.
w
ITEM 21: EASEMENT AND RIGHTS INCIDENTAL THERETO FOR COLLECTION AND TRANSMISSION OF
SEP O 1 2023
C;",YOF MURRIETA
DEVELOPMENT SERVICES DEPT
PL�N!NGDIVISION
A-:OD- o:;i -oc>o 18
'�
VACANT
I
I
SITE PLAN
SCALE '1"•300"
E28
ITEM 23: THE TERMS. PROVISIONS AND CONDITIONS CONTAINED IN THAT CERTAIN DOCUMENT, ENTITLED "INDIVIDUAL GRANT DEED", RECORDED JULY 18, 2003, AS INSTRUMENT NO. 2003-538660, OF OFFICIAL RECORDS.
ITEM 26: EASEMENT AND RIGHTS INCIDENTAL THERETO FOR RIGHT-OF-WAY FOR PIPELINE OR PIPELINES TO RANCHO CALIFORNIA WATER DISTRICT. A PUBLIC CORPORATION, AS SET FORTH IN A DOCUMENT RECORDED NOVEMBER 14, 2005, AS INSTRUMENT NO. 2005--0941366, OF OFFICIAL RECORDS.
ITEM 27: EASEMENT AND RIGHTS INCIDENTAL THERETO FOR SEWER EASEMENT TO EASTERN MUNICIPAL WATER DISTRICT. A MUNICIPAL WATER DISTRICT, AS SET FORTH IN A DOCUMENT RECORDED MAY 25, 2007, AS INSTRUMENT NO.2007--0347656, OF OFFICIAL RECORDS.
ITEM 28: AIRSPACE EASEMENT FOR OUTDOOR ADVERTISING STRUCTURE TO TLC PROPERTIES, LLC, AS SET FORTH IN DOCUMENT RECORDED DECEMBER 13, 2022, AS INSTRUMENT NO. 2022-0501290, OF OFFICIAL RECORDS.
SHEET
A1.00
Project No. 23035
SHEET TITLE
SITE PLAN
Proposed:
41001 Golden Gate Circle
Addressing Application:
ADD-2023-00018
Location 1 of 4
Golden Gate Circle Location
8 @
628
EXHIBIT C-1
LEGAL DESCRIPTION OF PROPERTY
BEING A PORTION OF LAND LOT 125 AS SHOWN ON TEMECULA LAND AND WATER COMPANY, RECORDED IN BOOK 8, PAGE 359 OF MAPS, IN THE OFFICE OF THE RECORDED OF THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, LYING WITHIN SECTION 22, TOWNSHIP 7 SOUTH, RANGE 3 WEST, S.B.B.M., IN THE CITY OF MURRIETA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTHWESTERLY RIGHT OF WAY LINE OF FIG STREET, 30.00 FEET IN HALF WIDTH, WITH THE SOUTHWESTERNLY RIGHT OF WAY LINE OF JACKSON AVENUE, 60.00 FEET IN WIDTH, BOTH AS SHOWN ON SAID MAP;
THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE OF JACKSON AVENUE, NORTH 40’40’12’ WEST, A DISTANCE OF 141.31 FEET;
THENCE SOUTHWESTERLY AT RIGHT ANGLE TO SAID SOUTHWESTERLY RIGHT OF WAY LINE, SOUTH 48’19’48” WEST, A DISTANCE OF 79.78 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTHEASTERLY, SOUTH 43’03’50” EAST, A DISTANCE OF 33.08; THENCE SOUTHWESTERLY, SOUTH 59’14’40” WEST, A DISTANCE OF 50.10 FEET; THENCE NORTHWESTERLY, NORTH 43’19’13” WEST, A DISTANCE OF 11.82 FEET; THENCE NORTHEASTERLY, NORTH 34’44’55” EAST, A DISTANCE OF 50.13 FEET TO THE TRUE POINT OF BEGINNING.
THE DESCRIBED PARCEL OF LAND CONTAINS 1,099 SQ. FT. MORE OF LESS.
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EXHBIT C-2
DEPICTION OF SITE 2
630
25915 25924
Approved
City of Murrieta
Planning Division
Date: 9/28/23
By: Carl Stiehl, City Planner
Description: ADD-2023-00018
Disclaimer: For addressing of locations solely, site
and environmental review require separate review.
Proposed:
25941 Jackson Avenue
Addressing Application:
ADD-2023-00018
Location 4 of 4
Jackson Avenue and Fig Street
Northern Location
631
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EXHIBIT D-1
LEGAL DESCRIPTION OF PROPERTY
THAT PORTION OF LOT 124 OF THE MURRIETA PORTION OF THE TEMECULA
RANCHO AS PER MAP OF THE LANDS OF THE TEMECULA LAND AND WATER COMPANY RECORDED IN BOOK 8, PAGE 359, OF MAPS, IN THE CITY OF MURRIETA,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING ON THE CENTER LINE OF JACKSON AVENUE 660 FEET SOUTHEASTERLY OF THE CENTER LINE OF FIG STREET; THENCE SOUTHWESTERLY PARALLEL WITH THE CENTERLINE OF FIG STREET, 660 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE CENTER LINE OF JACKSON AVENUE, 650 FEET, TO THE SOUTHEASTERLY LINE OF SAID LOT; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT, TO THE CENTER LINE OF JACKSON AVENUE; THENCE NORTHWESTERLY ALONG THE CENTER LINE OF JACKSON AVENUE, 660 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THE NORTHEASTERLY 264 FEET OF LOT 124
ALSO EXCEPTING THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED SEPTEMBER 22, 1950, IN BOOK 1206 PAGE 107, OFFICIAL RECORDS.
FURTHER EXCEPTING THAT PORTION INCLUDED WITHIN THE LINES OF THE
DESCRIBED LAND IN THE GRANT DEED TO THE CITY OF TEMECULA, A MUNICIPAL CORPORATION, RECORDED MARCH 23, 2022, AS INSTRUMENT NO. 2022-0141306 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL 2A:
AN EASEMENT FOR ROAD PURPOSES LYING ALONG THE SOUTHEASTERLY 30 FEET OF THE FOLLOWING DESCRIBED PROPERTY:
BEGINNING AT A POINT ON THE CENTER LINE OF JACKSON AVENUE 330 FEET SOUTHEASTERLY FROM THE CENTER LINE OF FIG STREET; THENCE AT RIGHT ANGLES SOUTHWESTERLY TO A POINT 132 FEET FROM THE CENTER LINE JACKSON AVENUE, THIS BEING THE POINT OF BEGINNING; FROM THIS POINT OF BEGINNING SOUTHWESTERLY PARALLEL TO FIG STREET FOR 132 FEET; THENCE AT RIGHT ANGLES SOUTHEASTERLY FOR 330 FEET; THENCE AT RIGHT ANGLES NORTHEASTERLY FOR 132 FEET; THENCE AT RIGHT ANGLES NORTHWESTERLY FOR 330 FEET TO THE POINT OF BEGINNING.
PARCEL 2B:
AN EASEMENT FOR ROAD PURPOSES LYING ALONG THE SOUTHEASTERLY 30 FEET OF THE FOLLOWING DESCRIBED PROPERTY:
BEGINNING AT A POINT ON THE CENTER LINE OF JACKSON AVENUE 330 FEET 632
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SOUTHEASTERLY FROM THE CENTER LINE OF FIG STREET; THIS BEING THE POINT OF BEGINNING; FROM THIS POINT OF BEGINNING SOUTHWESTERLY PARALLEL TO FIG STREET FOR 132 FEET; THENCE AT RIGHT ANGLES SOUTHEASTERLY FOR 330 FEET; THENCE AT RIGHT ANGLES NORTHEASTERLY FOR 132 FEET TO THE CENTER LINE OF JACKSON AVENUE; THENCE AT RIGHT ANGLES NORTHWESTERLY FOR 330 FEET ALONG, THE CENTER LINE OF JACKSON AVENUE TO THE POINT OF BEGINNING. 633
EXHBIT D-2
DEPICTION OF SITE 3
634
635
NOTICE OF EXEMPTION
City of Murrieta Planning Division (Development Services Department)
TO: County Clerk and Recorder's Office FROM: City of Murrieta County of Riverside Planning Division (DSD)
2724 Gateway Drive 1 Town Square
Riverside, CA 92507 Murrieta, CA 92562
Project Title: Development Agreement for Digital Billboards per Relocation Agreement
Project Applicant: LAMAR Central Outdoor, LLC
Description of Project: On December 20, 2022, the City and developer Lamar Central Outdoor, LLC entered into a Relocation Agreement in accordance with California Business and Professions Code Sections 5200 et seq. and Title 16 of the Murrieta Municipal Code to memorialize the terms and conditions upon which Developer will have the right to relocate and reconstruct certain legally existing billboards within the City. Pursuant to the terms of the Relocation Agreement, upon the permanent removal of the Removed Billboards (as defined in the Relocation Agreement), the Developer shall be entitled to reconstruct three (3) existing Billboards upon private property, subject to the approval of a ministerial sign permit and a D evelopment Agreement. The locations of the 3 billboard signs and corresponding heights are located at 41001 Golden Gate Circle (57’ tall), 25941 Jackson Avenue (85’ tall), and 26171 Jackson Avenue (57’ tall).
Project Site Size: The three project sites each have approximately 1,000 square feet of area for the footprint of the pole and trenching, placed upon larger parcels.
Project Location: The three Project sites are located at 1) I-15 WL 1.2 MI N/O Winchester APN: 910-210-055, 2) I-15 & 215 EL S/O O verpass S APN: 910-020-077, and 3) I-15 E/L 1.5 MI N/O W inchester APN: 910-060- 009, Murrieta, California.
Public Agency Approval: The City of Murrieta City Council (1st Reading on 07/01/25, and 2nd Reading on 07/15/25) determined that the project is exempt from the provisions of the California Environmental Quality Act (CEQA) guidelines Section 15302 – Replacement or Reconstruction, and Section 15303 New Construction or Conversion of Small Structures and approved the project.
Exempt Status: (check one)
Ministerial (Section 21080 (b)(1); Section 15268).
Declared Emergency (Section 21080 (b) (3); Section 15269(a)).
Emergency Project (Section 21080 (b) (4); Section 15269(b)(c)).
Statutory Exemption (Section Number: ).
X Categorical Exemption: Class 2 and 3 (Section Numbers 15302 and 15303) The activity is not subject to CEQA (Section 15061(b)(3))
Statement of Reasons Supporting the Finding that the Project is Exempt: The project is exempt under Section 15302 (Class 2) – Replacement or Reconstruction, and Section 15303 (Class 3) New Construction or Conversion of Small Structures as the Project is located on the same sites as the structures to be replaced, will have substantially the same purpose and capacity as the structure s to be replaced and is based upon a reduction of overall sign facilities that are comparable to the referenced examples of 10,000 square feet of building area. The sites have been reviewed for consistency with biological and lighting requirements, with no significant impacts identified. The site has necessary public services available , and each of the three sites is not found to be an environmentally sensitive area. The Project has conditions of approval that will require the replacement and/or conversion of the three signs to conform to stormwater regulations, cultural/paleo/biological regulations, and inspections will ensure that the Project complies with CEQA.
Contact Person: Jarrett Ramaiya, Deputy Director Phone Number: (951) 461-6069 Signature: ______________ Date: ______
Received for Filing: (To be completed by the County)
DATE SIGNATURE/TITLE
636
CITY OF MURRIETA
City Council Meeting Agenda
Report
7/15/2025
Agenda Item No. 12.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Crawford, Municipal Services Director
PREPARED BY: Brian Crawford, Municipal Services Director SUBJECT:
Increase Construction Contingency for Glen Arbor Dog Park Project
RECOMMENDATION
Amend the Fiscal Year 2025/26 Capital Improvement Plan to provide an additional budget appropriation for Capital Improvement Project No. 8273 in the amount of $92,427.70 using the Park Development Impact Fee Fund Unassigned Fund Balance; and
Approve the First Amendment to the Agreement with Voltaire Engineering, LLC, and authorize the City Manager to approve change orders to P04763 totaling no more than 25% of the original construction contract amount for Glen Arbor Dog Park, Capital Improvement Project 8273.
PRIOR ACTION/VOTE
On March 18, 2025, the City Council awarded a construction contract for Glen Arbor Dog Park Project, Capital Improvement Project (CIP) No. 8273, to Voltaire Engineering, LLC, in the amount of $924,277, plus a 15% contingency (Vote 5-0).
CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.
DISCUSSION
Work on the construction of the Glen Arbor Dog Park Project (Project) began on April 23, 2025. Planned improvements include enclosed areas for large and small dogs with play features, shade structures with seating, water fountains with separate outlets for owners and dogs, Americans with Disabilities Act (ADA) compliant switchback style concrete walkways with handrails to allow visitors to travel down the large slope at the park, a 12-space parking lot, ADA improvements to the curb ramp at Nutmeg and Via De Gemma Linda and the designated path of travel for park access, and landscape improvements.
The construction environment at Glen Arbor Park presents several challenges due to its hilly terrain, limited developable space, significant vertical grades, existing mature trees, and vegetated slopes. The project was CITY OF MURRIETA Printed on 7/10/2025Page 1 of 3
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7/15/2025
Agenda Item No. 12.
designed to minimize impacts and preserve the park's natural aesthetic in most of the park.
Additional constraints include existing trail connections on the northern end and protection of a blueline stream that borders the Project space to the west. Based on public outreach, the community preferred a gated dog park and a 12-stall parking lot, including accessible parking with accessible routes that would connect the two features. These factors necessitate steeper-than-ideal accessible routes, including pathways, handrails, and landings that adhere to accessible design standards and City requirements.
The design constraints, coupled with other factors found and resolved in the field, made construction significantly more difficult for the Contractor, especially when the Contractor was given very little room for adjustment to complete walkway slopes that would be ADA compliant. Instead of pouring concrete switchback walkways in large sections, the work needs to be done in a series of smaller sections to ensure the slopes are ADA compliant. This constraint added significant labor costs for the Contractor. The Project team was able to negotiate those additional costs. The Contractor has agreed to proceed with construction "at risk" while the City Council considers the additional contingency, since the additional change order costs are above the 15% contingency that was approved with the original contract.
These constraints posed design challenges, but the plans did not detail some requirements. The enclosed dog park areas at the base of the slope were riddled with roots from adjacent trees. The soil in that area needed to be worked and recompacted to provide a stable base for the finished decomposed granite surface and the concrete pads for the shade structures. However, the soil was much more expansive than anticipated, which required more mitigation measures to make it suitable as a subbase. The result is that several trees needed to be removed. Many of the trees removed were not healthy, and new trees will be planted in locations more appropriate for long-term growth.
The addition of the parking lot into the design process did not consider the relocation of an irrigation main line in the middle of the area that needed excavation. To keep construction moving, the Project team determined that the mainline had to be cut, capped, and removed between the point of connection by Nutmeg Street and a valve box at the base of the slope. A new mainline, with irrigation wiring, would need to be installed along a new route later in the Project. Unfortunately, cutting the main line also prevented the irrigation system from being used for all park areas. Watering would need to be done by a water tender truck on a time and materials basis, an additional, unaccounted-for expense for the Project.
The following table summarizes all the change orders for the Project, and the cumulative percentage of the original amount of the construction contract:
Change Order Description Cost Approved? Cumulative %
Wattle straw to meet water quality requirements $3,434.98 Yes 0.37% Regrade slopes to minimize grading export $18,799.05 Yes 2.41% Recompact soil for shade structure foundation $22,871.85 Yes 4.88% Wire mesh for shade structure foundation $1,732.44 Yes 5.07% Tree removals $27,193.00 Yes 8.01%
Field watering (not to exceed amount) $29,704.50 Yes 11.22% Water main line relocation $48,818.87 No 16.51%
Adjustment of work for slope tolerance (negotiated) $65,000.00 No 23.54% Total $217,555.69
CITY OF MURRIETA Printed on 7/10/2025Page 2 of 3
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Agenda Item No. 12.
If the City Council approves increasing the construction contingency to 25%, the First Amendment will be executed and the two (2) change orders not yet approved will be processed. The remaining $13,513.56 can be used for any further unanticipated costs, if any.
FISCAL IMPACT
Staff recommends that the City Council amend the Fiscal Year 2025/26 Capital Improvement Plan to provide an additional budget appropriation for Capital Improvement Project No. 8273 in the amount of $92,427.70 using the Park Development Impact Fee Fund Unassigned Fund Balance.
The construction contract award for the Glen Arbor Dog Park project is $924,277. The $92,427.70 represents an additional 10% contingency bringing the total contingency amount to $231,069.25 or 25% of the construction contract amount.
ATTACHMENTS
1. First Amendment to Contract with Voltaire Engineering, LLC CITY OF MURRIETA Printed on 7/10/2025Page 3 of 3
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01375.0022 2017546.1 -1-
AMENDMENT TO THE AGREEMENT WITH
THE CITY OF MURRIETA AND CONTRACTOR
Amendment No.: One
Original Agreement Title (“Agreement”): Public Works Construction Contract With City of Murrieta
Agreement Effective Date: March 24, 2025
Agreement Termination Date: February 28, 2026
Consultant Name: Voltaire Engineering LLC
Brief Description of Scope of Services (“Services”): Glen Arbor Dog Park Improvements
This Amendment to the Agreement, made effective on the date executed by the City by and between the City of Murrieta, a Municipal Corporation, duly organized and existing under and by virtue of the laws of the State of California ("City"), and the above re ferenced Contractor with reference to the following facts which are acknowledged by each party as true and correct:
RECITALS
Whereas, City is a general law city, formed and existing pursuant to the provisions of the California Government Code.
Whereas, City and Contractor entered into an Agreement on the Effective Date set forth above for the Services.
Whereas, City and Contractor wish to amend the Agreement as further set forth herein.
Whereas, the Agreement was previously modified by the following prior amendments: None.
AMENDMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:
1. The above recitals are true and correct.
2. The following terms of the Agreement are hereby amended to read as follows:
The Total Not To Exceed Contract Amount set forth on Cover Page of the Agreement is hereby amended to read “$1,155,346.25.”
3. All other conditions of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement to be executed on the dates set forth below.
640
01375.0022 2017546.1 -2-
Signature Page to Follow.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF MURRIETA, a California municipal
corporation
By:
Justin Clifton, City Manager
ATTEST: Date:
Cristal McDonald, City Clerk
Date:
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Tiffany Israel, City Attorney
Date:
CONTRACTOR:
Two corporate officer signatures required when
Contractor is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313.) Appropriate attestations shall be included as may be required by the bylaws, articles of incorporation or other rules or
regulations applicable to Contractor’s business City.
By:
Name: Peter Degado
Title: CEO
Date:
By:
Name: Peter Delgado
Title: CFO
Date:
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Agenda Item No. 13.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Crawford, Municipal Services Director
PREPARED BY: Brian Crawford, Municipal Services Director SUBJECT:
Notice of Completion - Amphitheater Parking Lot & Entryway Monument Project
RECOMMENDATION
Accept the public improvements for the Amphitheater Parking Lot & Entryway Monument Project, Capital Improvement Project No. 10041; and
Authorize the City Clerk to record a Notice of Completion and release bonds in accordance with State law and City ordinances.
PRIOR ACTION/VOTE
On October 15, 2024, the City Council awarded the construction contract for the Amphitheater Parking Lot & Entryway Monument Project, Capital Improvement Project No. 10041, to DeArk A&E, Inc., for $2,345,755, plus a 15% contingency (Vote: 5-0).
CITY COUNCIL GOAL
Plan, program and create infrastructure development.
DISCUSSION
The Town Square Park Amphitheater is a significant recreational venue for the Murrieta community and a central feature of the civic center complex. To improve accessibility and enhance the area's aesthetic appeal, the City has constructed a new parking lot and an entryway monument with dual video boards.
Improvements included:
• Grading and construction of a ninety-one (91) space parking lot on a lot directly north of Town Square Park, which includes five (5) Americans with Disabilities Act (ADA) compliant parking stalls; • ADA walkways, lighting, and landscaping;
• Drainage improvements to the lot north of the parking lot that prevent the accumulation of standing water during the rainy season;
• Installation of trees and other plantings along the south side of Kalmia Street from Jefferson Avenue to CITY OF MURRIETA Printed on 7/10/2025Page 1 of 2
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Agenda Item No. 13.
Adams Avenue;
• Construction of a downtown entryway monument at the southwest corner of Kalmia Street and Jefferson Avenue, including two (2) five-by-ten-foot video boards, raised seating walls, landscaping, and lighting; and
• Relocation of the traffic control and electric service cabinets from the southwest corner of Kalmia Street and Jefferson Avenue to the northwest corner of the same intersection to provide better visibility of the video boards.
Mobilization for the project began on November 14, 2024, and construction activities were substantially completed by May 20, 2025.
Four (4) contract change orders were issued on the project, totaling $117,989.63, or 5.03% of the original contract amount. Most of the approved changes were to correct minor design omissions and apply slurry and new pavement markings to the parking lot behind City Hall.
City staff have inspected the improvements and found them to be satisfactory. Staff recommends formal acceptance by the City Council.
FISCAL IMPACT
There is no fiscal impact associated with this item.
ATTACHMENTS
1. Notice of Completion, CIP 10041, 07.15.2025
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RECORDING REQUESTED BY: City of Murrieta
When recorded return to:
City of Murrieta
Attn: City Clerk
1 Town Square
Murrieta, CA 92562
Space above for Recorder’s Use
NOTICE OF COMPLETION
Construction of
Town Square Amphitheater Parking Lot & Entryway Monument, CIP 10041
Notice is hereby given that: No Fee Per Government Code 27383
1) The undersigned is owner of the interest or estate stated below in the property hereinafter described.
2) The full name of the undersigned is City of Murrieta, a municipal corporation. 3) The full address of the undersigned is 1 Town Square, Murrieta, CA 92562. 4) The nature of the title of the undersigned is: In Fee. 5) A work of improvement on the described property was substantially completed on May 20, 2025.
6) The name of the contractor for such work of improvement is DeArk E&C, Inc. 7) The property on which said work of improvement was completed is in the City of Murrieta, County of Riverside, State of California, and is described as follows: Monument constructed at the corner of Kalmia Street and Jefferson Avenue; and parking lot constructed to the north of Town Square Park, Murrieta.
CITY OF MURRIETA
______________________________
Brian C. Crawford
Director of Municipal Services
VERIFICATION OF CITY CLERK
I, the undersigned, say:
I am the City Clerk of the City of Murrieta; the City Council of said City on July 15, 2025, accepted the above described work as completed and ordered that a Notice of Completion be filed.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on ________________, 2025, at Murrieta, California.
CITY OF MURRIETA
______________________________
Cristal McDonald
City Clerk
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CITY OF MURRIETA
City Council Meeting Agenda
Report
7/15/2025
Agenda Item No. 14.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Brian Crawford, Municipal Services Director
PREPARED BY: Brian Crawford, Municipal Services Director SUBJECT:
Notice of Completion - Tot Lot Phase 1 Improvements
RECOMMENDATION
Accept as complete the public improvements for the Tot Lot Phase 1 Improvement Project, Capital Improvement Project Nos. 22026, 22035, 22036, and 22038; and Authorize the City Clerk to record a Notice of Completion and release bonds in accordance with State law and City ordinances.
PRIOR ACTION/VOTE
On July 2, 2024, the City Council awarded the construction contract for the Tot Lot Phase 1 Improvement Project, Capital Improvement Plan (CIP) Nos. 22026, 22035, 22036, 22038, to Millsten Enterprises, Inc., in the amount of $1,344,667,35, plus a 15% contingency (Vote: 5-0).
CITY COUNCIL GOAL
Coordinate and deliver responsive, effective community services.
DISCUSSION
The Community Services Department recently completed a project to replace equipment at two (2) park locations, Palomar Park and Oak Terrace Park; and construct brand new playground surfaces and install new equipment at three (3) locations: Oak Terrace Park (a new area for a large swing set), Monte Vista Park, and Northstar Park. Construction at these five (5) locations was Phase 1 of a broader Citywide tot lot replacement endeavor. Phase 2 included replacement of equipment at five (5) other parks and was completed in September 2024.
Construction consisted of grading, framing and pouring new Americans with Disabilities Act (ADA) compliant walkways and perimeter curbs, pouring concrete foundations for new equipment, assembly and installation of new tot lot equipment, and installing new engineered wood fiber play surface material. The park improvements will significantly increase the level of service for individuals and all children.
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Mobilization for the project began on Monday, August 5, 2024, and construction activities were substantially completed by Monday, June 2, 2025. Change orders totaling $156,507, or 11.64% of the original contract value, were issued. The Project encountered significant delays due mainly to multiple equipment issues for several sites, inclement weather, and the addition of safety fencing, at a cost of $59,530, which was added to the scope of work for three (3) of the park locations.
Change orders valued at $31,967.75 were directly related to equipment that was not shipped, incorrect equipment that was shipped, or incorrectly manufactured equipment. The Contractor and their subcontractor were forced to wait for the correct parts, which resulted in remobilization costs, extension of site equipment (fencing and portable restrooms) rentals, and correcting work that was already done. Staff is preparing a letter to the tot lot equipment vendor, Gametime, detailing all costs related to equipment issues and requesting reimbursement of those costs to the City.
City forces have inspected the improvements and found them to be satisfactory. Staff recommends formal acceptance by the City Council.
FISCAL IMPACT
None.
ATTACHMENTS
1. Notice of Completion, 07.15.2025
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RECORDING REQUESTED BY: City of Murrieta
When recorded return to:
City of Murrieta
Attn: City Clerk
1 Town Square
Murrieta, CA 92562
Space above for Recorder’s Use
NOTICE OF COMPLETION
Construction of
Tot Lot Phase 1 Improvement Project, CIP Nos. 22026, 22035, 22036, 22038
Notice is hereby given that: No Fee Per Government Code 27383
1) The undersigned is owner of the interest or estate stated below in the property hereinafter described.
2) The full name of the undersigned is City of Murrieta, a municipal corporation. 3) The full address of the undersigned is 1 Town Square, Murrieta, CA 92562. 4) The nature of the title of the undersigned is: In Fee. 5) A work of improvement on the described property was substantially completed on June 2, 2025.
6) The name of the contractor for such work of improvement is Millsten Enterprises, Inc. 7) The property on which said works of improvement was completed is in the City of Murrieta, County of Riverside, State of California, and is described as follows: Various parks within the city limits of the City of Murrieta.
CITY OF MURRIETA
______________________________
Brian Crawford
Director of Municipal Services
VERIFICATION OF CITY CLERK
I, the undersigned, say:
I am the City Clerk of the City of Murrieta; the City Council of said City on July 15, 2025, accepted the above described work as completed and ordered that a Notice of Completion be filed.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on ________________, 2025, at Murrieta, California.
CITY OF MURRIETA
______________________________
Cristal McDonald
City Clerk
647
CITY OF MURRIETA
City Council Meeting Agenda
Report
7/15/2025
Agenda Item No. 15.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Matt Henry, Chief of Police
PREPARED BY: Stephanie Lawson, Management Analyst - Administration SUBJECT:
Agreement with Murrieta Valley Unified School District for School Resource Officer and Police Services
RECOMMENDATION
Approve a three-year agreement with the Murrieta Valley Unified School District to provide School Resource Officers and Police Service; and
Authorize the Mayor to execute the agreement.
PRIOR ACTION/VOTE
On December 17, 2019, the City of Murrieta City Council adopted Resolution No. 19-4195 approving an agreement with the Murrieta Valley Unified School District for School Resource Officers and Security Services (Vote: 5-0).
On May 16, 2023, the City of Murrieta City Council approved an agreement with the Murrieta Valley Unified School District for School Resource Officers and Security Services (Vote: 5-0).
CITY COUNCIL GOAL
Provide a high level of innovative public safety.
DISCUSSION
The Police Department currently provides the Murrieta Valley Unified School District (MVUSD) with the School Resource Officer (SRO) program. The current agreement with MVUSD ended as of June 30, 2025.
Staffing for the program includes one (1) Sergeant, one (1) Corporal, and six (6) SROs for police services, which include: counseling services, gang suppression, truancy prevention, educational instruction, police presence for after-school activities, and a resource to the Student Attendance Review Board (SARB). As a modification to the program, the proposed agreement includes that the assigned SRO Sergeant shall be on- call and available to coordinate District-related incidents requiring law enforcement assistance and CITY OF MURRIETA Printed on 7/10/2025Page 1 of 2
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Agenda Item No. 15.
investigation.
Historically, MVUSD has paid fifty percent (50%) of the fully burdened salaries for six (6) SROs. MVUSD also pays for sworn officers to provide police services at an overtime premium upon request for after-school events.
The proposed agreement also includes on-call pay for the SRO Sergeant, who shall be available 24 hours per day to respond to or coordinate a response to District-related incidents. The on-call cost for the sergeant will be shared equally between the City and the District. The term of this agreement is for three (3) years through June 30, 2028.
FISCAL IMPACT
Revenue from MVUSD for SRO services is included in the FY2025/26 and 2026/27 revenue budget account no. 1103180-42224 for $683,500 and $710,850 respectively for each year. This is an estimated revenue budget. The actual reimbursement for providing SRO services will be reconciled on a quarterly basis as part of the billing process.
ATTACHMENTS
1. Agreement between the City of Murrieta and Murrieta Valley Unified School District CITY OF MURRIETA Printed on 7/10/2025Page 2 of 2
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01375.0010/852383.1 1
AGREEMENT BETWEEN THE CITY OF MURRIETA
AND
THE MURRIETA VALLEY UNIFIED SCHOOL DISTRICT
This Agreement (“Agreement”), made this 1st, day of July, 2025, by and between the CITY OF MURRIETA, a Municipal Corporation, duly organized and existing under and by virtue of the laws of the State of California ("CITY"), and the MURRIETA VALLEY UNIFIED SCHOOL DISTRICT, a school district, duly organized and existing under and by virtue of the laws of the State of California ("DISTRICT"), with reference to the following facts which are acknowledged by each party as true and correct:
RECITALS
A. CITY is a general law city, formed and existing pursuant to the provisions of the California Government Code.
B. DISTRICT is a school district, formed and existing pursuant to the provisions of the California Education Code.
C. DISTRICT is desirous of contracting with the CITY for School Resource Officer services, including counseling, gang suppression, truancy prevention, police presence for high school and middle school activities, and teaching law enforcement-related subjects.
D. CITY, through its Police Department, has special knowledge, experience and facilities for providing the above services.
E. DISTRICT now desires to obtain the above services from CITY, and CITY is willing to provide the services pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:
OPERATIVE PROVISIONS
1. RESPONSIBILITIES OF THE CITY
1.1 School Resource Officers. CITY shall provide six (6) Murrieta Police Officers who will be assigned to provide SRO services to the DISTRICT. The duties of the SRO, which may be adjusted from time to time as agreed upon in writing by DISTRICT and CITY, include but are not limited to the following. Any additional services authorized by the parties shall be subject to all terms and conditions of this Agreement, except as modified in writing in accordance with Section 17.
1.1.1 Multiple SROs Absent from Work . Parties agree to collaborate to ensure that the SRO coverage will be moved to prioritize coverage pursuant to the District’s needs.
1.2 Counseling Services.
1.2.1 Provide assistance to school principals in counseling and disciplinary matters.
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1.2.2 Provide advice and training to school staff and teachers regarding school safety matters , including, but not limited to, gangs, narcotics, violence, diversity, and student unrest.
1.2.3 Provide advice on school policy and procedure regarding all school safety matters.
1.3 Truancy Prevention.
1.3.1 Proactive foot patrols in and around school property.
1.3.2 Serve as a liaison to the general public.
1.4 Educational Instruction.
1.4.1 Serve as a guest speaker on law enforcement issues.
1.4.2 Provide law enforcement perspective to Driver’s Education Program or any other education program, as requested by the DISTRICT.
1.4.3 Provide supplemental instruction to Civics and American Government classes and Health classes, or other classes, as requested by the DISTRICT.
1.4.4 Assist with parent training regarding, but not limited to, gangs, violence, diversity, alcohol, tobacco , and other drugs, student safety, parents on patrol, child safety strategies, and internet safety.
1.5 Police Activities.
1.5.1 Assist with providing police services for school activities during normal school hours.
1.5.2 Coordinate police responses to schools through direct radio or telephone communication with the CITY’s Police Department.
1.6 Resource to the Student Attendance Review Board (“SARB”).
1.6.1 Serve as a resource to the SARB.
1.6.2 Assist the DISTRICT’s efforts to improve student attendance.
1.7 Work Days. Work days for the SRO services described in Section 1.1 above shall be Monday through Friday, and the work hours shall span an eight (8) hour period aligned with when the school is in session and when students are attending class. Any work required after normal work hours will be paid at the usual one and a half (1 ½) hours overtime rate. The work schedule of the SRO shall be prepared by the Police Chief of the CITY with consultation from the DISTRICT.
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1.8 On-Call. The assigned SRO Sergeant shall be available to evaluate and coordinate a response 24 hours per day during this period for any school DISTRICT related incidents requiring law enforcement assistance, investigation, or coordination with school officials.
1.9 After-Hours Police Services. Where necessary and at the request of the DISTRICT, CITY will provide a minimum of two (2) sworn officers on an overtime basis for those activities which require extra police presence and are held after normal SRO working hours. All personnel and overtime costs associated with providing police presence for after-school activities shall be the responsibility of the DISTRICT, in accordance with Section 5.
1.10 Services Funded by Grant. In the event that any part of this Agreement is funded by a grant, the SRO's services may include activities that are required by any grant used as a funding source by either the DISTRICT or the CITY, such as violence reduction or crime prevention.
2. RESPONSIBILITIES OF THE DISTRICT
2.1 Office Space. DISTRICT shall make available, at the school(s) where the SRO is assigned, office space that will be sufficient for the effective and efficient operations of the SRO.
The DISTRICT will consult with the individual SROs with respect to the appropriate location of such office space.
2.2 Equipment. DISTRICT shall provide one (1) personal computer per officer in the office of the SRO, access to a secure printer, and school communication equipment, as needed.
2.3 Instruction. To the extent an SRO provides any educational instruction, the DISTRICT is solely responsible for making sure that the provisions of the Education Code of the State of California and any other applicable laws are complied with in the provision of such educational instruction.
2.4 Student Support. The MVUSD office of Student Support will be solely responsible for SRO extra duty requests and providing event schedules to the CITY. All SRO extra duty requests coming from the school sites will first be vetted by the Student Support Division.
3. ADMINISTRATION OF AGREEMENT
3.1 CITY appoints its City Manager, or his/her designee, to administer CITY’s rights under this Agreement.
3.2 DISTRICT appoints its Superintendent, or his/her designee, to administer the DISTRICT’s rights under this Agreement.
3.3 This Agreement shall be administered on behalf of the parties hereto, and any notice desired or required to be sent to a party hereunder shall be addressed, as follows:
For CITY: City Manager
Address: City of Murrieta
One Town Square
Murrieta, CA 92562
Phone: (951) 461-6065
Facsimile: (951) 461-6049
For DISTRICT: Superintendent
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DISTRICT: Murrieta Valley Unified School District
Address: 41870 McAlby Ct.
Murrieta, CA 92562
Phone: (951) 696-1600
Facsimile: (951) 304-1540
4. TERM
The term of this Agreement shall be from July 1, 2025, until June 30, 2028.
5. PAYMENT TO CONSULTANT
5.1 Consideration for SRO Services. In consideration of the services to be performed by CITY for the DISTRICT as set forth in Section 1.1, the DISTRICT agrees to pay CITY for one-half (1/2) of the fully -burdened personnel cost for six (6) of the SROs provided to the DISTRICT by the CITY. The personnel cost of each SRO shall be determined by their current salary and benefits, including their overtime compensation and accrued compensation time not associated with police presence for school activities held after normal SRO working hours.
Additionally, DISTRICT agrees to pay for one-half (1/2) of any extraordinary equipment or material costs that are required to perform SRO duty assignments. Any extraordinary costs shall not include the costs of obtaining or operating a motor vehicle (which shall be borne solely by the CITY) and, should extraordinary costs materialize, they shall be limited to an aggregate of $2,500 per officer per year.
5.2 Consideration for After-Hours Police Services. In consideration of the services to be performed by CITY for the DISTRICT as set forth in Section 1. 9, the DISTRICT agrees to compensate the CITY at the overtime rate of one hundred forty-three dollars and eighty-two cents ($143.82) an hour per officer, with such amounts to be paid within a reasonable time after the performance of the services and submission of an invoice to the DISTRICT by the CITY.
5.3 Consideration for In-Town vs. Out-of-Town Work. For prearranged after -hours services, the DISTRCT agrees to pay a minimum of two hours of service per officer. SRO report time in and out will be verified by both the DISTRICT’s Executive Director of Student Support and the Lieutenant overseeing the SRO Unit. In-town after-hours billing will include event date, SRO call times, event end times, total hours worked, cost, and total. Time and pay will start and end 15 minutes prior to the event call time and end 15 minutes after the event end time. Out-of-town events will include travel time.
5.4 Consideration for On-Call Police Services. In consideration of the services to be performed by CITY for the DISTRICT as set forth in Section 1.8, the DISTRICT and CITY agree to equally share the cost of these additional services for the on-call SRO Sergeant for the term of this agreement.
6. ADDITIONAL SERVICES
6.1 If the DISTRICT desires any additional services (“Additional Services”), CITY may, upon written request by the DISTRICT, furnish a proposal including an itemized statement of the estimated cost of the Additional Services thereof, and the DISTRICT may modify or alter the proposal, or may reject the propo sal in its entirety, at its sole discretion, or may direct the submission of a new proposal which may be accepted, altered or rejected. Upon the written approval of any Additional Services, including costs by CITY and DISTRICT, CITY shall perform the Additional Services and DISTRICT will pay to CITY the cost of the Additional Services as 653
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agreed in writing. All money due for Additional Services shall be supported by a detailed statement from the CITY showing the basis of said claims and certified by proper officers of the CITY.
6.2 Payments. Payment of CITY’s fees shall be made in accordance with DISTRICT’s normal schedule for issuance of checks.
7. STATUS OF PARTIES
7.1 It is understood and agreed that both parties are interested only in the results obtained from service hereunder and that neither party, nor their employees, agents , and representatives shall be deemed an employee of the other party for any purpose.
7.2 Employee Benefits. It is expressly understood and agreed that the employees, agents, and representatives of each party shall in no event be entitled to any benefits to which the other party’s employees are entitled, including, but not limited to, overtime, retirement benefits, insurance, vacation, worker's compensation, sick or injury leave or other benefits.
7.3 Workers' Compensation Insurance. Both parties agree to procure and maintain in full force and effect Workers' Compensation Insurance covering their employees and agents while these persons are participating in the activities hereunder, as provided in Section 7.1.2 of this Agreement.
8. INSURANCE
Both parties shall, through the duration of this Agreement, maintain insurance coverage as required by this Section 7.
8.1 Types of Insurance. At all times during the term of this Agreement, each party shall maintain insurance coverage as follows:
8.1.1 General Liability . Comprehensive general liability and property damage insurance, or the equivalent through a self-insurance pool, covering all operations of each entity, its agents, and employees, including, but not limited to, premises and automobile insurance, with minimum coverage of Two Million Dollars ($2,000,000) combined single limits.
8.1.2 Workers' Compensation. For all of each party’s employees who are subject to this Agreement and to the extent required by applicable state or federal law, both parties shall keep in full force and effect a Workers' Compensation policy. That policy shall provide employers' liability coverage as required by applicable state and/or federal Workers’ Compensation laws, with a minimum of One Million Dollars ($1,000,000) of employers’ liability coverage.
8.2 Insurer Requirements . All insurance required by the express provision of this Agreement shall be carried only by responsible insurance companies that are rated “A -” and “V” or better by the A.M. Best Key Rating Guide and are licensed to do business in the State of California. The parties will accept insurance provided by non-admitted “surplus lines” carriers only if the carrier is authorized to do business in the State of California.
8.3 Deductibles. All deductibles on any policy shall be the responsibility of the party carrying the insurance.
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8.4 Indemnity Not Limited by Insurance . Each party’s liabilities, including, but not limited to, the indemnity and defense obligations under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement, and failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement may be treated as a material breach of contract.
9. NOTICE
All notices or demands to be given under this Agreement by either party to the other shall be in writing and given either by: (a) personal service, (b) by U.S. Mail, mailed either by certified mail, return receipt requested, with postage prepaid and addressed to the party to whom the notice is directed, or (c) via facsimile transmission (with proof of confirmation by sender). Service shall be considered given when received if personally served or, if mailed, two days after deposit in the United States Mail by certified mail, return receipt requested. The address to which notices or demands may be given by either party may be changed by written notice given in accordance with the notice provisions of this section. At the date of this Agreement, the addresses of the parties are as set forth in Section 3 above.
10. TERMINATION
10.1 Either party may terminate this Agreement at any time and for any reason by giving written notice to the other party of such termination, and specifying the effective date thereof, at least thirty (30) days prior to the effective date.
10.2 If the Agreement is terminated as provided in this Section, CITY shall be entitled to receive compensation for any services provided up to the receipt by CITY of notice of termination, less any payments theretofore made and not to exceed the amount payable herein, and for services provided between the receipt of notice of termination and the effective date of termination pursuant to a specific request by DISTRICT for the performance of such services.
11. DEFENSE AND INDEMNIFICATION
Each party shall, to the fullest extent permitted by law, hold harmless, protect, defend (with attorneys approved by the other party) and indemnify the other party, its governing body, and each member thereof, its officers, agents, employees, representatives, and their successors and assigns, from and against any and all losses, liabilities, claims, suit damage, expenses and costs including reasonable attorney's fees and costs, and expert costs and investigation expenses (“Claims”), which arise out of or are in any way connected to the services provided by CITY under this Agreement and which arise either directly or indirectly from any negligent or wrongful act or omission by the indemnifying party, its officers, employees, representatives, contractors, or agents. Neither party shall have an obligation, however, to defend or indemnify the other party if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of the other party. This section 10, shall survive any termination or expiration of the Agreement.
12. COMPLIANCE WITH APPLICABLE LAWS
Both parties agree to comply with all federal, state and local laws, rules, regulations and ordinances that are now or may in the future become applicable to either party with regard to performance under this Agreement.
13. NONDISCRIMINATION IN EMPLOYMENT
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Both parties agree that they will not engage in unlawful discrimination in employment and shall comply with all applicable laws and regulations of CITY and/or all other relevant government agencies, including, but not limited to, the California Department of Fair Employment and Housing and the Federal Equal Employment Opportunity Commission . Also, each party certifies and agrees that all persons employed by them will be treated equally and without unlawful discrimination based upon creed, sex, race, national origin, or any other classification prohibited by state or federal law. If either party finds that any of the provisions of this Section have been violated, such violation shall constitute a material breach of this Agreement, upon which the non- violating party may determine to cancel, terminate, or suspend this Agreement. While each party reserves the right to determine independently that the anti - discrimination provisions of the Agreement have been violated, in addition, a determination by the California Fair Employment Practices Commission or California Department of Fair Employment and Housing, or successor agency, or the Federal Equal Employment Opportunity Commission, or successor agency, that the other party has violated state or federal anti - discrimination laws relative to this Agreement shall constitute a finding by the non-violating party that the other party has violated the anti-discrimination provisions of this Agreement.
14. NON-WAIVER
The failure of either party to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this Agreement shall not be deemed a waiver by that party of such term or condition or prevent a subsequent similar act from again constituting a violation of such term or condition.
15. SEVERABILITY
If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, invalid, or void, the remaining provisions will nevertheless continue in full force and effect and shall not be affected, impaired or invalidated in any way.
16. DISPUTES
In the event that any action is brought by either party to construe this Agreement or enforce any of its terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred, whether or not the matter proceeds to judgment.
17. REMEDIES
The rights and remedies of the CITY provided in this Agreement are not intended to be exclusive and are in addition to any other rights and remedies permitted by law.
18. ENTIRE AGREEMENT/AMENDMENT
This Agreement and any exhibits attached hereto constitute the entire agreement between the parties and supersede any prior or contemporaneous understanding or agreement with respect to the services contemplated and may be amended only by a written amendment executed by both parties to the Agreement.
19. GOVERNING LAW/VENUE
The terms and conditions of this Agreement shall be governed by the laws of the State of California. Any action or proceeding brought by any party against any other party arising out of 656
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or related to this Agreement shall be brought exclusively in Riverside County.
20. BINDING AGREEMENT
This Agreement is intended to be binding on the parties and their respective successors and assigns.
21. NUMBER
The plural shall include the singular, and the singular shall include the plural and neuter wherever the context so indicates or requires.
22. WARRANTY OF AUTHORITY
Each of the parties signing this Agreement warrants to the other that it has the full authority of the entity on behalf of which its signature is made.
23. COUNTERPARTS
This Agreement may be executed in counterparts, all of which taken together will be considered one original document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF MURRIETA MURRIETA VALLEY UNIFIED
SCHOOL DISTRICT
Cindy Warren, Mayor
Name/title of signatory [please print]
Signature
Attest:
Name/title of signatory [if necessary]
Cristal McDonald, City Clerk
Signature
Approved as to Form:
Tiffany Israel, City Attorney
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Agenda Item No. 16.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Bob Moehling, Public Works Director
PREPARED BY: Josh Frohman, Associate Civil Engineer
SUBJECT:
Engineering Design Services for the Line F Channel Project, CIP No. 13059
RECOMMENDATION
Approve the Agreement for engineering design services for Storm Drain Channel Line F, Capital Improvement Plan No. 13059, with JLC Engineering & Consulting, Inc. in the amount of $503,000; Authorize a ten percent (10%) engineering design contingency of $50,300; and Authorize the City Manager to execute the Agreement with JLC Engineering & Consulting, Inc. and amendments to the contract not to exceed ten percent (10%).
PRIOR ACTION/VOTE
On June 4, 2025, the City Council adopted Resolution No. 24-4745, approving the Capital Improvement Plan budget for Fiscal Year 2024/25, and the Fiscal Year 2024/2025 to 2028/29, Capital Improvement Plan, which included the Line F Channel project, CIP No. 13059 (Vote: 5-0).
CITY COUNCIL GOAL
Plan, program and create infrastructure development.
DISCUSSION
The Line F Channel project, Capital Improvement Plan (CIP) 13059 plans to construct a 2,500 linear foot portion of the Riverside County Flood Control District (RCFCD) Murrieta Creek Area Master Drainage Plan (MDP) Line F, which begins upstream near I-215, just north of California Oaks Road, and runs westerly and discharges into Murrieta Creek. Portions of Line F, upstream of Washington Avenue, are currently constructed with a concrete-lined trapezoidal channel. Line F from Washington Avenue to Murrieta Creek is currently unimproved and consists of a natural vegetative, earthen channel. The channel in this area experiences flooding during large storm events, resulting in flooding of Kalmia Street. Concrete barriers are erected along the south side of Kalmia Street in this area to provide flood protection for the nearby homes. Many of the homes in that area are within the 100-year flood plain. This project will provide necessary drainage CITY OF MURRIETA Printed on 7/10/2025Page 1 of 2
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7/15/2025
Agenda Item No. 16.
improvements to convey the 100-year storm event to Murrieta Creek, thereby reducing flooding potential.
The project is planned for three phases. Phase 1 includes Preliminary Engineering, alternative design and alignments exhibits, preparation of environmental documents for permitting, preparation of project concept plans and preliminary construction documents, coordination with RCFCD, hydrology and hydraulics analysis, coordination with utility purveyors, and identification of all needed right-of-way and easements. The Agreement contemplated herein will cover Phase 1 only. Phase 2 will include final design and environmental permitting upon the completion of Phase 1. A future Agreement amendment will be necessary once the full scope of Phase 2 is known. Phase 3 will be the construction of the facility.
On February 6, 2025, the City advertised a Request for Qualifications (RFQ) for the environmental and engineering design services for Phase I via PlanetBids. The City received seven Statements of Qualifications (SOQ) and sealed proposals on March 11, 2025. The Engineering Division formed a three-person review panel to review and score the SOQs. JLC was selected as the most qualified firm and is a full-service, multi- disciplinary consulting corporation that specializes in hydrology and hydraulics, as well as storm drain design and channel plan preparation. JLC is well-experienced working on regional drainage projects with RCFCD.
FISCAL IMPACT
Funding in the amount of $503,000, plus a ten percent (10%) contingency of $50,300, is available in CIP No. 13059.
ATTACHMENTS
1. Agreement with JLC Engineering & Consulting, Inc.
2. Vicinity Map
CITY OF MURRIETA Printed on 7/10/2025Page 2 of 2
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AGREEMENT FOR PROFESSIONAL SERVICES
WITH THE CITY OF MURRIETA (“CITY”)
Project Name/Description (“Project”):Line F Channel Project, CIP No. 13059 Contract Number:
Consultant Name (“Consultant”):JLC Engineering & Consulting, Inc.
Consultant Business Type:Corporation
Consultant Address:41660 Ivy Street, Suite A / Murrieta, CA 92562 Consultant Representative Name and Title (“Consultant Representative”):Joseph L. Castaneda, PE / President
Consultant Representative Work Phone and Email:(951) 304-9552 / [email protected] Termination Date:June 30, 2028
Total Not-To-Exceed Contract Amount (“Contract Sum”):$503,000 City Department Contact (“Department Contact”):Bob Moehling, Director of Public Works Department Contact Work Phone and Email:951-461-6036 / [email protected] Is Federal Funding Being Used to Fund Any Part of The Project (Yes/No):No
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RECITALS
The City desires to contract with a Consultant to provide professional services as more further set forth herein.
The City circulated a Request for Quotes or Proposals for the above-described professional services.
Consultant submitted a proposal to City to provide the above -described professional services.
City Staff has reviewed all the proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant’s proposed cost, staff has determined that an agreem ent to provide the required services should be awarded to Consultant.
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AGREEMENT FOR PROFESSIONAL SERVICES
WITH THE CITY OF MURRIETA (“CITY”)
THIS AGREEMENT FOR SERVICES (“Agreement”) is made and entered into as of the effective on the date executed by the City by and between CITY OF MURRIETA, a California municipal corporation (“ City”) and (“ Consultant”). City and Consultant may be referred to individually as “Party” or collectively as “Parties.” In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “ Scope of Services ” attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the “ services” or “ work” hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement b) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; c) all materials used for services will be both of good quality as well as fit for the purpose intended; and, d) Consultant shall follow the highest professional s tandards and practices in performing the services required hereunder.
1.2 Consultant’s Proposal. The Scope of Services shall include the scope of services or work included in Consultant’s proposal or bid , which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal or bid, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant’s proposal or bid, other than description of scope of services or work, shall apply to this Agreement, unless specifically agreed to by City in writing.
1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its officers, employees and agents, shall not be liable at law or in equity for failure of Consultant to comply with this Section.
1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
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1.5 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.
1.6 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City’s current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastruc ture, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.
1.7 Prevailing Wages. If services include any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq. , and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.
1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the rates specified in the “Schedule of Compensation” attached hereto as Exhibit C and incorporated herein by this reference . The total compensation for all work, including reimbursement for actual expenses, shall not exceed the Contract Sum set forth above . Compensation may include reimbursement, for actual and necessary expenditures , if both are specified in the Schedule of Compensation, as well as approved by City in advance.
2.2 Invoices. Unless some other method of payment is specified in Exhibit C, Schedule of Compensation, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City’s Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this 663
Agreement. Except as provided in Section s 7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty -five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City) : 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the Services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation ; and 4) l ine items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
ARTICLE 3. PERFORMANCE SCHEDULE
3.0 Time of Essence. Time is of the essence in the performance of this Agreement.
3.1 Term. The Agreement shall commence and become effective upon the date executed by the City and will continue until the Termination Date. This Agreement may be extended for up to two, additional one -year periods upon the mutual agreement in writing of both parties.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of any ongoing services, which shall be no later than the Termination Date set forth above.
Notwithstanding the foregoing, the Indemnification and Insurance provisions set forth in Article 5 shall survive the termination of this Agreement.
3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed from City and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit D and incorporated herein by this reference.
3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City’s determination shall be final 664
and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of this Agreement pursuant to this Section.
ARTICLE 4. COORDINATION OF WORK
4.1 Representative of Consultant. The Consultant Representative is authorized to act on Consultant’s behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.
4.2 Department Contact for City . The Department Contact (or other person designated by the City Manager) shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant’s responsibility to assure that the Department Contact is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.
4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, are to be made (unless otherwise specified) either by the Contract Manager, City Manager or by their delegate as provided for in writing.
4.4 Independent Co ntractor. Neither City , nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant , or its officers, employees, agents or subcontractors , perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant’s exclusive control and direction.
No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement.
City shall not be liable for compensation or indemnification to Consultant , its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, 665
employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees’ Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant , or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.
4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other City to perform in whole or in part services required hereunder without express written approval of City , and n either this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant’s indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts set forth in the “Insurance Requirements” attached hereto as Exhibit E and incorporated herein by this reference.
5.2 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees and agents (each an “ Indemnitee” and collectively, “ Indemnitees”) against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein “ Claims or Liabilities ”) that may be asserted or claimed by any person, firm or City arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or City for which Consultant is legally liable (each an “Indemnitor” and collectively, “ Indemnitors”), or arising from Indemnitors’ reckless or willful misconduct, or arising from Indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilitie s, or at option of Indemnitee(s) will reimburse and pay for all costs and expenses, including 666
legal costs and attorneys’ fees, incurred by Indemnitee(s) in connection therewith; and, 2) Consultant will promptly pay any judgment rendered against Indemnitee(s) for any such Claims or Liabilities, and will save and hold Indemnitee(s) harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively “City” for solely this Section 5. 2(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduc t of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liabi lity arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Con sultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation. (c) Pursuant to the full language of California Civil Code §2782, Design Professionals agrees to indemnify, including the cost to defend, City and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its empl oyees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City; and does not apply to any passive negligence of the City unless caused at least in part by the Design Professional. The City agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.
5.3 Professional Liability. When the law establishes a professional standard of care for Consultant’s services, to the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless Indemnitees against, and will hold and save them and each of them harmless from , whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section
5.3, to the extent same are caused in whole or in part by any negligent or wrongful 667
act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services under this Agreement.
ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION
6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (“books and records ”) as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles, shall be complete and detailed, and shall be readily accessible . City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained for a period of three (3) years following completion of the services hereunder. City shall have access to such books and records in the event any audit is required. Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (“ documents and materials ”) prepared by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership , use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all da mages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for City.
6.3 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. Consultant, its officers, employees, agents or subcontractors, shall not, without prior wri tten authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other 668
information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. As concerning, r egarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other discovery request, court order or subpoena from any party ; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant , however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Riverside, State of California.
7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section
7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days’ notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined b y City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder , unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2. 2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such a s may be approved by City, except as provided in Section 7.5. In eve nt of termination , or suspension, 669
without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.
7.3 Default of Consultant and Opportunity to Cure . In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively t en (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices , without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe , City may immediately both terminate this Agreement with notice to Consultant as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement . Any failure on the part of City to give notice of Consultant’s default shall not be deemed to result in a waiver of City’s legal rights or any rights arising out of any provision of this Agreement.
7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such dama ges), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.
7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all am ounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover su ch claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.
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7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non -compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
7.8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.9 Attorneys’ Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether lega l or equitable, shall be entitled to reasonable attorneys ’ fees. Attorneys’ fees shall include attorneys ’ fees on any appeal, and a Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, consultants’ fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such 671
litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performan ce of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, r eligion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the Uni ted States Mail, certified mail, postage prepaid, return receipt requested, in the case of 672
City addressed to City Clerk at City of Murrieta, 1 Town Square, Murrieta California 92562, and in the case of Consultant, to the person(s) at the address designated on the cover page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement , headings used, or any other rule of construction which might otherwise apply.
9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement . It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City.
9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the awar d of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.
9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, 673
(iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
9.8 Federal Funding. If federal funding is being utilized to fund any part of the Project, as indicated on the Cover Page of this Agreement, the terms of Exhibit F are hereby incorporated herein by this reference. If no federal funding is being utilized, Exhibit F may be omitted.
[SIGNATURES ON FOLLOWING PAGE]
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01375.0001/962082.2 -15-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF MURRIETA, a California municipal
corporation
By:
Justin Clifton, City Manager
ATTEST: Effective Date:
Cristal McDonald, City Clerk
Date:
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Tiffany Israel, City Attorney
Date:
CONSULTANT:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chair person of the Board,
President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any
Assistant Treasurer. (Cal. Corp. Code § 313.) Appropriate attestations shall be included as may be required by the bylaws, articles of incorporation or other rules or
regulations applicable to Consultant’s business City.
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
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01375.0001/962082.2
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services:
Engineering design services for Storm Drain Channel Line F from Washington Avenue to Murrieta Creek as described in the Proposal/Scope of Services from JLC Engineering, attached hereto as Exhibit "A-1".
II. In addition to any other requirements of this Agreement, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:
Regular p roject schedule updates, progress submittals, bi -monthly progress meetings, monthly progress reporting.
III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
IV. Consultant will utilize the following personnel to accomplish the Services:
Joe Castaneda, PE; Jacob Castaneda, MS, EIT; Jonis Smith, MS, PE; Greg Rende, PE; Shelah Riggs; Michael Van Noty, PLS; Lisa Battiato, CEG, PG; JS & TM (consultant); MNS Engineers (consultant); Geocon (consultant); Plumb Line Surveying (consultant); Rende Consulting (consultant)
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Scope of Services
Murrieta Creek Master Drainage Plan Line F,
Washington Avenue to Murrieta Creek - Phase 1
Project No. 25-489 / CIP 13059
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Murrieta Creek MDP Line F,
W ashington Ave. to Murrieta Creek - Phase 1
1. Preliminary Design Phase
1.1 Research & Review of Existing Reports, Plans, and Mapping The Project Team will provide preliminary field and site research services to collect and review existing background data. Data collection includes right-of-way documents, existing utilities plans, soils, and geologic information, ”as-built” construc- tion drawings for the regional channel facili- ties, local storm drain ”as-built” construction drawings, existing drainage reports, previous project reports, and proposed development plans. In addition, a field reconnaissance investigation of the project area will be performed. The field investigation will include a verification of the site con- ditions and accuracy of as-built plans and maps. All existing data compiled during the research and data collection process will be compiled and summarized on the base maps developed for the project.
1.2 Right-of-Way, Utility and Environmental Constraints Map Using the base maps developed for the project, the Project Team will assess all data and mapping collected for the project. Using the data, the Project Team will assess potential project constraints associated with right-of-way, utilities, environmental markers and other structural elements.
1.3 Hydrology Model Recreation
Using the hydrology model for Line F dated February 24, 1997, the Project Team will recreate the hydrology model for the drainage area. The current model was prepared for a 100 year storm frequency. The Project Team will recreate the hydrology model using the HEC-HMS program to establish a model using current program requirements. Additionally, the Project Team will re-run the hydrology model using a 5 year, 10 year, 25 year and 50 year storm event. It is anticipated that the resource agency will require these analyses as part of the floodplain analyses. Moreover, the Project Team will obtain the historical rainfall data for the Murrieta Creek/Tenaja Road rain gauge and perform a data assessment to document the number of intervals the historical rainfall depth for the 3 hour and 6 hour rainfall exceeded the 5 year, 10 year, 25 year, 50 year and 100 year storm event rainfall depths for 3 hour and 6 hours durations. These assessments are being performed to provide quantifiable data to the City of Murrieta to evaluate potential flood risks.
The hydrology model will be discussed and evaluated for the City of Murrieta. A Hydrology Technical Memorandum will be prepared to summarize the findings and discuss how the findings influence the selection criteria for proposed alternatives. Note that JLC is calling the Hydrology Report – and other proposed intermediate technical report documentation developed for the City – ”Technical Memorandum” since they will be used to support a comprehensive Project Design Re- port (PDR) in support of the 35% plan set. Decomposing the the written technical documentation into smaller, focused items will make on-going collaboration with the City easier and ensure that intermediate review is focused on specific items.
1.4 Pre-Project Floodplain Assessment
The Project Team will develop a pre-project HEC-RAS 2D Model to assess the existing condition floodplain for Line F. Models have been prepared in the past using the HEC-RAS 1D model.
However, due to the sheet flow condition that occurs when flows overtop the channel, a HEC- RAS 2D model will more accurately predict the flooding condition that occur along 1 st Avenue, 2nd Avenue, New Clay Street, 4 th Avenue, and 5 th Avenue. The floodplain assessment will be 2 678
Murrieta Creek MDP Line F,
W ashington Ave. to Murrieta Creek - Phase 1
used as part of the permitting process for the Line F Project. Note that JLC will not prepare a CLOMR/LOMR during Phase 1 of the project. JLC anticipates a CLOMR will be prepared during Phase 2 of the project and a LOMR will be prepared during/after Phase 3 once construction is complete.
1.5 Alternatives Assessment Exhibits
The Project Team will prepare up to four (4) conceptual storm channel design exhibits to present and document the alternative configurations proposed and investigated as a part of the project.
The exhibits will provide plan view information and data with sufficient detail to clearly demon- strate the proposed improvements. The exhibits will be prepared to a conceptual design level to facilitate cost estimating and decision making. The concept plan will provide the preliminary site grading, constructed facility sizing, horizontal alignment, necessary site improvements, and road- way improvements. The conceptual plans will identify existing facilities and utilities that would be impacted by the proposed improvements. Construction constraints will be identified as well as existing and proposed easements and right of way.
1.6 Assessment of Special Concrete Structures
The Project Team will evaluate up to four (4) channel type alternatives to determine their via- bility and the structural requirements needed for compliance with RCFC&WCD structural design standards. The Project Team’s structural consultant will evaluate the proposed structures be- ing recommended and assist in determining which structures may require structural design during Phase 2. This evaluation will not include structural analysis. The scope of work will be a quali- tative assessment using Caltrans Standards or other RCFC&WCD Standards to determine footing dimensions and structural thickness.
1.7 Floodplain Assessment & Hydraulic Analyses for Alternatives The Project Team will develop hydraulic models using HEC-RAS 1D or WSPG Model to determine the hydraulic operation of the channel system. These assessment are proposed since it is anticipated that a soft bottom channel alternative may not be feasible to contain the 100 year floodplain.
As a result, hydraulic modelling will be required to determine potential channel overtopping and downstream flooding. Note that a CLOMR/LOMR process for the project will be performed during Phases 2 and 3 of the project.
1.8 Construction Cost Estimates and Alternatives Evaluation The Project Team will prepare construction cost estimates commensurate with the concept level alternatives exhibits. Construction quantities will be determined from the conceptual exhibits. Unit costs for construction items will be based upon available City of Murrieta and RCFC&WCD unit costs and bid records from recent project or available bid records from recent public works projects in Riverside County. The Project Team will evaluate the design alternatives by providing design data, quantities, construction cost estimates, and providing independent scoring in the alternatives decision making matrix evaluation of each alternative improvement program. 3 679
Murrieta Creek MDP Line F,
W ashington Ave. to Murrieta Creek - Phase 1
1.9 Project Design Report
Based on the tasks completed as part of Task 1, the Project Team will prepare a comprehensive Project Design Report (PDR) summarizing the entire preliminary engineering process in a single comprehensive document that will support the 35% plan set and will include findings, analyses, and recommendations.The PDR will consist of the following high-level structure:
• Hydrology & hydraulic modeling results
• Detailed design alternatives for Line F
• Alternative analyses with evaluation matrix
• Quantities and cost estimates for each alternative
• Development and justification of the preferred alternative • Recommendations and conclusion
This high-level structure will capture the action items outlined in section B.1 of the City of Murrieta’s Request for Qualifications (RFQ) document.
2. CEQA/NEPA Documentation & Permitting Process
2.1 Project Description & Technical Studies
The Project Team will develop a Project Description for inclusion in the Project Description section of the IS/MND to reflect the latest proposed project components utilizing the Line F Alternative Assessment and the 35% plan set documents.
Technical Studies include are as follows:
• Air Quality and Greenhouse Gas Analysis
• Energy Impact Analysis
• Cultural Resources & Paleontology Assessment
• Construction Traffic Analysis
• Noise Analysis
• Habitat Assessment & MSHCP Compliance Report
• Jurisdictional Delineation
2.2 Field Investigation, Jurisdictional Delineation & Mapping The Project Team will conduct a site visit to perform a formal jurisdictional delineation that will determine the limits of state and federal jurisdictional waters and wetlands located within the boundaries of the permanent (and temporary, if any) project footprint. The jurisdictional delineation will result in the following:
• Determination of the USACE’s ordinary high-water mark (OHWM) and indicate the exis- tence of any three (3)-parameter wetlands on-site. The actual presence or absence of wetlands on-site will be verified through the determination of the presence of wetland hydrology, hy- drophytic vegetation, and hydric soils in accordance with the September 2008 Regional Sup- plement to the Corps of Engineers Wetland Delineation Manual: Arid West Region (Version
2.0).
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Murrieta Creek MDP Line F,
W ashington Ave. to Murrieta Creek - Phase 1
• Identification of CDFW jurisdictional areas being on-site streambed and active banks, or to the outer drip line of riparian vegetation (if present), pursuant the California Fish and Game Code; and
• In cases where isolated waters, not subject to federal jurisdiction are present, the delineation will identify areas under the jurisdiction of the R WQCB pursuant to the California Porter- Cologne Water Quality Act
2.3 Permit Application Package for Resource Agencies
The Project Team will prepare the following permit application and materials for the U.S. Army Corps of Engineers (USACE), Regional Water Quality Control Board (R WQCB) and California Department of Fish and Wildlife (CDFW) for submittal. The scope of work includes submittal of two separate permit application packages for the project. 404 Individual Permit
The Project Team will prepare a separate request for a 404 Individual Permit for the project. A request for authorization will be prepared using Form 4325 for review by the City and submitted to the USACE.
This scope of work includes preparation of the draft Public Notice for posting by the USACE, preparation of the NEPA EA using the USACE format for adoption by the USACE, and preparation of a 404(b)(1) Alternatives Analysis with up to three (3) alternatives. Because the project is located within the limits of the Western Riverside MSHCP, we are assuming that formal Section 7 consultation is not required and approvals by US Fish and Wildlife will be limited to ensuring compliance with the MSHCP. If these tasks are required by the resource agencies, MNS can prepare these documents under separate scope and budget.
401 W ater Quality Certification or W aste Discharge Requirement Section 401 of the Clean Water Act (CW A) requires that any discharge of dredge or fill material into Waters of the U.S., including wetlands, not violate state water quality standards. Water quality certification must be obtained as a condition of Section 404 of the CW A before USACE will issue the 404 NWP. A written request for a Section 401 Water Quality Certification will be submitted to the R WQCB, Region 9, San Diego Board.
CDFW 1602 Streambed Alteration Agreement
The Project Team will prepare the SAA application for submittal to CDFW (Inland Deserts, Region 6) to request authorization for temporary and permanent impacts to Waters of the State associated with the project.
Permit T racking and Resource Agency Coordination
Applications will be coordinated with USACE, R WQCB, and CDFW throughout processing to ensure that any potential issues are communicated to the City and resolved at the earliest possible opportunity. Coordination may include telephone, email or written correspondence, or meetings with the agencies. This scope of work includes up to 48 hours of agency coordination time (40 hours per tract), including up to two (2) site visits with regulatory agency staff and the project team.
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Murrieta Creek MDP Line F,
W ashington Ave. to Murrieta Creek - Phase 1
2.4 Initial Study Preparation
• Draft Initial Study/Mitigated Negative Declaration
• Administrative Draft IS/MND
The Project Team will prepare an Administrative Draft IS/MND for review by the city utilizing the current Project Description and Technical Studies. The IS/MND will address the latest CEQA Appendix G Checklist, including the following impact areas:
• Aesthetics
• Agriculture / Forestry Resources
• Air Quality
• Biological Resources
• Cultural Resources
• Energy
• Geology/Soils
• Greenhouse Gas Emissions
• Hazards & Hazardous Materials
• Hydrology/Water Quality
• Land Use / Planning
• Mineral Resources
• Noise
• Population / Housing
• Public Services
• Recreation
• Transportation
• Tribal Cultural Resources
• Utilities / Service Systems
• Wildfire
The IS will provide written responses to each question on the Environmental Checklist that describe and qualitatively and/or quantitatively evaluate the project’s impact related to each topic.
Each response will include a conclusion regarding the significance of the project’s impact, which may be determined to be potentially significant, potentially significant unless mitigated, less than significant, or no impact.
Draft IS/MND
Once reviewed by the city, the Project Team will review and revise the IS/MND to be finalized for public review. Project Team will schedule a conference call with City staff (if required) to review any substantive comments and finalize the IS/MND. Once finalized, Project Team will work with the City to finalize the public release of the Draft IS/MND document, in accordance with Section 15073 of the State CEQA Guidelines. Project Team assumes that the city will facilitate the public release and circulation of the Draft IS/MND. In the event that the city requests that MNS complete the noticing process, Project Team can provide those services under a separate scope and fee. 6 682
Murrieta Creek MDP Line F,
W ashington Ave. to Murrieta Creek - Phase 1
2.5 Cultural Resources & Paleontology Assessment
The Project Team will prepare a Cultural Resources Assessment for the project. This assessment will involve identifying and evaluating potential cultural & paleontological resources within the project area, including archaeological sites, historical structures, and other significant resources.
A records search will be conducted with the California Historical Resources Information System (CHRIS). This research characterizes the status and extent of previous cultural resource studies and paleontological resource studies completed in the project area and will help predict the types of resources expected within the project site boundaries. Upon receipt of the results of the records search, the Project Team archaeological and paleontological staff will conduct a site survey. The Project Team will adhere to CEQA requirements and other applicable regulations to ensure thor- ough documentation and assessment of cultural resources. The assessment findings will support the preparation of necessary reports to aid in the CEQA document and permitting process.
The Project Team will compile the findings into a Cultural Resources Assessment report, which will summarize the methods, results, and conclusions of the study, detailing observed resources and recommendations for mitigation or preservation measures.
2.6 Final Initial Study/Mitigated Negative Declaration
Response to Comments
Once the public review period is complete Project Team will prepare the Response to Comments section of the Final Initial Study. The responses will address all environmental-based comments, pursuant to the CEQA Guidelines. An administrative draft version of the response to comments will be submitted to City Staff for review. Since it is infeasible to estimate the number of comments on the Draft IS/MND, Project Team has preliminarily estimated 30 hours of staff time for the response to comments.
Mitigation Monitoring and Reporting Program
Project Team will prepare a Mitigation Monitoring and Reporting Program (MMRP) for the project pursuant to Section 15097 of the CEQA Guidelines. The Project Team will submit an adminis- trative version of the MMRP to City Staff for review and comment. Once reviewed, the Project Team will prepare a final MMRP document. Upon City adoption of the IS/MND, Project Team will incorporate the MMRP into the final IS/MND.
Errata
Any changes to the text of the IS/MND will be summarized in an errata section of the Final IS/MND. The Project Team will identify the revisions to the Draft IS/MND in a strikeout/underline format. This task assumes that there will be no changes to the technical studies, in the event that changes to the technical studies are required the Project Team will coordinate those with the city.
Final IS/MND
An administrative draft of the Final IS/MND will be submitted to City Staff for review. The Project Team will make the appropriate revisions and submit a draft iteration of the response to comments to City Staff for final approval. Once approved, the Project Team will incorporate the responses into the Final IS/MND. The Project Team will provide an electronic submittal of the Final IS/MND, including response to comments and errata changes to the Draft IS/MND. 7 683
Murrieta Creek MDP Line F,
W ashington Ave. to Murrieta Creek - Phase 1
Notice of Determination
Project Team will prepare a Notice of Determination in accordance with Section 15075 of the State CEQA Guidelines for the City to file with the County Clerk. We recommend that the Applicant file the Notice of Determination within 5 days of adopting the IS/MND to establish a 30-day statute of limitations. The Applicant would provide the applicable California Department of Fish and Wildlife and County filing fee.