Cities Index.
Agenda packet

Orange City Council
March 11, 2025

Document
Agenda packet
Meeting
March 11, 2025
Body
Orange City Council
Pages
38
Original file
69.8 MB
Text extracted from the city's file for reading and search. Open the original on cityoforange.legistar.com. That file is the official record.

H. Fund Equity
In the fund financi
al statements, government funds report the following fund balance classification:

Nonspendable includes amounts that cannot be spent because they are either (a) not in spendable form or (b) le gally or contractually required to be maintained intact. The Air Pollution Reduction Fund did not have a non
spendable fund balance as of June 30, 2024.

Restricted includes amounts that are constrained on the use of resources by either (a) external creditors, grantors, contributors or laws of regulations of other governments or (b) by law through constitutional provisions or enabling legislation.

Committed includes amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the government’s highest authority, the City Council. The formal action that is required to be taken to establish, modify or rescind a fund balance commitment is a resolution. The AQMD did not have any committed fund balance as of June 30, 2024.

Assigned includes amounts that are constrained by the government’s intent to be used for specific purposes but are neither restricted nor committed. The AQMD did not have any assigned fund balance as of June 30, 2024.

Unassigned includes the residual amounts that have not been restricted, committed or assigned to specific purposes. The AQMD did not have any unassigned fund balance as of June 30, 2024.

I. Estima
tes
The prepa
ration of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets, deferred outflows of resources, liabilities and deferred inflows of resources at the reporting date.

Accordingly, actual results could differ from those estimates. 12 581

CITY OF ORANGE, CALIFORNIA

AIR POLLUTION REDUCTION FUND
Notes to the Financial Statements
For the Year Ended June 30, 2024

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

J. Capital Assets

Capital assets (including infrastructure) are recorded at cost where historical records are available and at an estimated original cost where no historical records exist. Contributed capital assets are valued at their acquisition value at the date of contribution. Generally, capital asset purchases in excess of $10,000 are capitalized if they have an expected useful life of two years or more.

Capital assets include additions to public domain (infrastructure), certain improvements including pavement, curb and gutter, sidewalks, traffic control devices, streetlights, sewers, storm drains, bridges, right-to-use leased assets and right-of-way within the City.

Capital assets used in operations are depreciated/amortized over their estimated useful lives using the straight-line method in the Government-wide Financial Statements and in the Fund Financial Statements of the Enterprise Funds. Depreciation/amortization is charged as an expense against operations and accumulated depreciation is reported on the respective balance sheets. The lives used for depreciation/amortization purposes for each capital asset class are:

Structures and improvements 20-50 years
Infrastructure 30-65 years
Wells, reservoirs and tanks 40 years
Reservoirs and tanks 60 years
Water lines/pipelines 60 years
Pumps & booster pumps 60 years
Vehicles and other equipment 2-25 years

NOTE 3: CASH AND INVESTMENTS

A. Equity in the Cash and Investment Pool of the City of Orange

The AQMD has no separate bank accounts or investments other than its equity in the cash and investment pool managed by the City. The AQMD is a voluntary participant in that pool. This pool is governed by and under the regulatory oversight of the Investment Policy adopted by the City Council of the City. The AQMD has not adopted an investment policy separate from that of the City. The fair value of the AQMD’s investment in this pool is reported in the accompanying financial statements at amounts based upon the AQMD’s pro rata share of the fair value calculated by the City for the entire City portfolio. The balance available for withdrawal is based on the accounting records maintained by the City, which are recorded at the estimated fair value.

B. Disclosures Relating to the Investment Policy, Interest Rate Risk, Credit Risk and Custodial Credit Risk

Additional disclosures related to the investment policy, interest rate risk, credit risk and custodial credit risk are available in the City of Orange’s Annual Comprehensive Financial Report.

C. Fair Value Measurements

The AQMD categorizes its fair value measurement within the fair value hierarchy established by accounting principles generally accepted in the United States of America. The hierarchy is based on the relative inputs used to measure the fair value of the investments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The AQMD’s investment in the City investment pool is not subject to the fair value hierarchy. 13 582

CITY OF ORANGE, CALIFORNIA

AIR POLLUTION REDUCTION FUND
Notes to the Financial Statements
For the Year Ended June 30, 2024

NOTE 4: CAPITAL ASSETS

Capital asset activity for the year ended June 30, 2024 was as follows:

Depreciation for the current year is broken down as follows:

NOTE 5: RETIREMENT PLAN

A. Plan Description, Benefits Provided and Employees Covered

The City contributes to the California Public Employees’ Retirement System (CalPERS), an agent multiple-employer public employee defined benefit pension plan (the Plan). CalPERS provides retirement and disability benefits, annual cost-of-living adjustments and death benefits to plan members and their beneficiaries. CalPERS acts as a common investment and administrative agent for participating public entities within the State of California. Benefit provision and all other requirements are established by state statute and memoranda of understanding with employee bargaining units. A full description of the pension plan regarding the number of employees covered, benefit provisions, assumptions (for funding, but no accounting purposes) and membership information is listed in the CalPERS June 30, 2022. Valuation Report. Details on the benefits provided can be obtained in Appendix B of the Actuarial Valuation Report. This report and CalPERS’s audited financial statements are publicly available reports that can be obtained at the CalPERS’s website under Employers. Also, for accounting purposes, the GASB 68 Accounting Valuation Report is available for the City of Orange Miscellaneous Plan as of the measurement date June 30, 2023. This report is available from the City.

The plan provides benefits for two membership classifications, Miscellaneous and Safety, and those benefits are tiered based upon the date of CalPERS membership. Safety membership is extended to those in active law enforcement and fire suppression, while all others are classified as Miscellaneous members. Assembly Bill (AB) 340, also known as the Public Employees’ Pension Reform Act (PEPRA), created new benefit formulas and a final compensation period, as well as new contribution requirements for new employees. For the purpose of PEPRA, “new employees” are those hired on or after January 1, 2013 and had never been a member of CalPERS previously.

CalPERS refers to members prior to January 1, 2013 as classic members.

City employees involved with the AQMD program are covered under the City’s Miscellaneous Plan. As such, related pension balances and activities have been allocated proportionately to the AQMD in relation to salaries paid. During the fiscal year ended June 30, 2024, the City stopped allocating salaries to the AQMD program and no longer recognizes the OPEB plans deferred outflows, deferred inflows, and net pension liability.

Balance Balance
June 30, 2023 Additions Deletions Transfers June 30, 2024 Governmental activities:

Capital assets, being depreciated
Vehicles 117,566$ 84,218$ -$ -$ 201,784$ Total capital assets, being depreciated 117,566 84,218 - - 201,784 Less accumulated depreciation
Vehicles - 36,627 - - 36,627 Total accumulated depreciation - 36,627 - - 36,627 Total capital assets, being depreciated, net 117,566 47,591 - - 165,157 Total governmental activities capital assets 117,566$ 47,591$ -$ -$ 165,157$ General government 36,627$
Total depreciation expense 36,627$
14 583

CITY OF ORANGE, CALIFORNIA

AIR POLLUTION REDUCTION FUND
Notes to the Financial Statements
For the Year Ended June 30, 2024
NOTE 6: OTHER POST EMPLOYMENT BENEFITS (OPEB)
A.

Plan Description, Benefits Provided
The City adm
inisters an agent multiple-employer defined benefit post-employment healthcare plan for eligible City retirees and their dependents through California Public Employees’ Retirement System (CalPERS). Retirees from the City enrolled in the Public Employees Medical and Hospital Insurance Program (PEMHCA), is an agent multiple-employer postemployment benefits plan through CalPERS, are eligible for these benefits.

These health insurance benefits are authorized through City resolution/memoranda’s of understanding defining health care benefits and contribution levels and through the contractual agreement between the City and CalPERS.

The City currently contributes $158 per month for each retiree and the retiree is responsible for the balance of the premium amount.

City employees involved with the AQMD program are covered under the City’s OPEB plan as such, related OPEB balances and activities have been allocated proportionately to the AQMD in relation to salaries paid. During the fiscal year ended June 30, 2024, the City stopped allocating salaries to the AQMD program and no longer recognizes the OPEB plans deferred outflows, deferred inflows, and total OPEB liability.

NOTE 7: AVAILABILITY OF OTHER INFORMATION
Copies of separate progress reports filed with the SCAQMD Board of Directors, which detail the accomplishments during the fiscal year ended June 30, 2024, are available at the Orange City Hall.

NOTE 8: SUBSEQUENT EVENTS
In preparing these financial statements, the City has evaluated events and transactions for potential recognition or disclosure through February 12, 2025, the date the financial statements were available to be issued. 15 584
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)

REVENUES
Intergovernmental 182,000$ 182,000 $ 186,188 $ 4,188$ Use of money and property 478 478 8,675 8,197 Total revenues 182,478 182,478 194,863 12,385

EXPENDITURES
Current:

General government 64,380 64,380 60,918 3,462 Public safety 10,000 10,000 9,288 712 Capital outlay 86,000 178,860 84,217 94,643 Total expenditures 160,380 253,240 154,423 98,817 Net change in fund balance 22,098$ (70,762)$ 40,440 111,202$ Fund balance-beginning 165,956
Fund balance-ending 206,396$

CITY OF ORANGE, CALIFORNIA

AIR POLLUTION REDUCTION FUND
Budgetary Comparison Schedule
For the Year Ended June 30, 2024
16 585

CITY OF ORANGE, CALIFORNIA

AIR POLLUTION REDUCTION FUND
Note to Required Supplementary Information
For the Year Ended June 30, 2024
NOTE 1: BUDGETARY ACCOUNTING
The budget for the Air Pollution Reduction Special Revenue Fund is formally adopted annually and is prepared in accordance with accounting principles generally accepted in the United States of America. The budget is monitored to ensure compliance with legal provisions embodied in the appropriated budget as approved or amended by the City Council throughout the year. Department heads are responsible for monitoring their department’s appropriated budget. The legal level of budgetary control is at the fund level. The City’s management may transfer resources between operating line items within a department in the same fund as they see appropriate. Encumbrances (e.g., purchase orders, contracts) outstanding at year-end are reported as restriction of fund balance since they do not constitute expenditures or liabilities.
17 586

INDEPENDENT AUDITORS’ REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON

COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN

ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
To the Honorable Mayor and Members of the City Council
City of Orange, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Air Pollution Reduction special revenue fund of the City of Orange, California (the “City”), as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the Fund’s basic financial statements, and have issued our report thereon dated February 12, 2025.

Report on Internal Control over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over the Fund’s financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Fund’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, including the requirements of California Assembly Bill 2766, Chapter 1705 (44220 through 44247), noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

LSLCPAS.COM
587
To the Honorable Mayor and Members of the City Council
City of Orange, California
Purpose of This Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Fund’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Fund’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Irvine, California
February 12, 2025
19 588

LSLCPAS.COM

INDEPENDE
NT AUDITORS’ REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON

COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN

ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
To the Honorable Mayor and Members of the City Council
City of Orange, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of City of Orange, California (the “City”), as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated March 3, 2025 Report on Internal Control over Financial Reporting
In planning and performing our audit of the financial statemen ts, we considered the City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatem ent of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal co ntrol that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

Report on Compliance and Other Matters
As part of obtaining reasonable assur ance about whether City’s financial st atements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a di rect and material effect on the financial statements.

However, providing an opinion on compliance with thos e provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 589
To the Hon
orable Mayor and Members of the City Council
City of Orange, California
Purpose of This Report
The p
urpose of this report is solely to describe the sc ope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Irvine, California
March 3, 2025
590

LSLCPAS.COM

INDEPENDE
NT AUDITORS’ REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON

COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN

ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
To the Honorable Mayor and Members of the City Council
City of Orange, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Housing Successor special revenue fund of the City of Orange, California (the “City”), as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the Fund’s basic financial statements, and have issued our report thereon dated March 3,2025.

Report on Internal Control over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over the Fund’s financial reporting (internal control) as a basis fo r designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatem ent of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal co ntrol that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Fund’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, including the requirements of California Heal th and Safety Code Applicable to California Housing Successor Agencies, noncompliance with which could have a direct and material effect on the financial statements.

However, providing an opinion on compliance with thos e provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 591

To the Honorable Mayor and Members of the City Council
City of Orange, California

Purpose of This Report

The purpose of this report is solely to describe the sc ope of our testing of internal control and compliance and the results of that testing, and not to pr ovide an opinion on the effectiveness of t he Successor’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Successor’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Irvine, California
March 3, 2025
592
&,7<2)25$1*(+286,1*68&&(6625
25$1*(&$/,)251,$
)257+(<($5(1'('-81(4 ),1$1&,$/67$7(0(176 593

CITY OF ORANGE HOUSING SUCCESSOR

ORANGE, CALIFORNIA

Financial Statements

For the Year Ended June 30, 2024

PREPARED BY: FINANCE DEPARTMENT
594

CITY OF ORANGE HOUSING SUCCESSOR

ORANGE, CALIFORNIA
Financial Statements
For the Year Ended June 30, 2024
Table of Contents
Page

Number

INDEPENDE
NT AUDITORS’ REPORT
Financial Audit ..................................................................................................................................................... 1 Compliance Audit ................................................................................................................................................ 4

BASIC FINANCIAL STATEMENTS
Government-Wide Financial Statements:

Statement of Net Position .................................................................................................................................. 6 Statement of Activities ......................................................................................................................................... 7 Fund Financial Statements:

Balance Sheet – Governmental Funds ............................................................................................................. 8 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position........................................................................................................................ 9 Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Fund ......................................................................................................................... 10 Reconciliation of the Statement of Revenues, Expenses and Changes in Fund Balances of Governmental Funds to the Statement of Activities .......................................................... 11 Notes to the Financial Statements .................................................................................................................... 12

REQUIRED SUPPLEMENTARY INFORMATION
Schedule of Revenues, Expenditures, and Changes in Fund Balances – Budget to Actual .............................................................................................................................................. 17 Notes to the Required Supplementary Information ........................................................................................... 18

OTHER SUPPLEMENTARY INFORMATION
Computation of Low and Moderate Income Housing Funds Excess/Surplus ................................................... 19 595

LSLCPAS.COM
INDEPENDENT AUDITORS’ REPORT
To the Honorable Mayor and Members of the City Council
City of Orange, California
Report on the Audit of the Financial Statements
Opinions
We have audited the accompanying financial statements of the governmental activities, and the major fund of the Housing Successor special revenue fund (the “Fund”) of the City of Orange, California (the “City”), as of and for the year ended June 30, 2024, and the related notes to the financial statements, as listed in the table of contents.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund of the City, as of June 30, 2024, and the changes in its financ ial position for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinions
We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards , issued by the Comptroller General of the United States. Our responsibilitie s under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City and to meet our other ethical respon sibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Emphasis of Matter
As discussed in Note 1, the financial statements present on ly the Fund and do not purport to, and do not, present fairly the financial position of the City, as of June 30, 2024, the changes in its financial position, or, where applicable, its cash flows for the year then ended in accordance wit h accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted au diting standards and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
1 596
To the Honorable Mayor and Members of the City Council
City of Orange, California
In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we:
x Exercise professional judgment and maintain pr ofessional skepticism throughout the audit. x Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures respon sive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. x Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed. x Evaluate the appropriateness of accounting policies us ed and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Required Supplementary Information
Accounting princ
iples generally accepted in the United States of America requ ire that the budgetary comparison information, as listed on the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or his torical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the informat ion for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Management has omitted management’s discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial st atements, is required by t he Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by this missing information.

Supplementary Information
Our audit was conducted for the purpose
of forming opinions on the financial statements that collectively comprise the Fund’s basic financial statements. The accompanying Computation of Excess/Surplus is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and r elates directly to the underlying accounting and other records used to prepare the basic financial statemen ts. The information has been subjected to the auditing procedures applied in the audit of the basic financial st atements and certain additio nal procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards g enerally accepted in the United States of America. In our opinion, the Computation of Excess/Surplus is fairly stated, in all material respects, in relation to the basic financial statements as a whole.
2 597
To the Honorable Mayor and Members of the City Council
City of Orange, California
Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 3,2025, on our consideration of the City’s internal control over the Fund’s financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and gr ant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to pr ovide an opinion on the effectiveness of the City ’s internal control over the Fund’s financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City ’s internal control over the Fund’s financial reporting and compliance.

Irvine, California
March 3, 2025
3 598

INDEPENDENT AUDITORS’ REPORT ON COMPLIANCE

AND ON INTERNAL CONTROL OVER COMPLIANCE
To the Honorable Mayor and Members of the City Council
City of Orange, California
Report on Compliance
Opinion
We have audited the City of Orange, California (the “City”)’s compliance with the types of compliance requirements identified as subject to audit in the California Health and Safety Code sections applicable to the California Housing Successor Agencies (the “HSC”) that could have a direct and material effect on the City’s Low-Moderate Income Housing Program (the “Program”) for the year ended June 30, 2024.

In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on the Program for the year ended June 30, 2024.

Basis for Opinion
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained inGovernment Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of the HSC. Our responsibilities under those standards and the HSC are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the Program. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.

Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the Program.

Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards, Government Auditing Standards, and the HSC will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of the Program as a whole.

LSLCPAS.COM
4 599
To the Honorable Mayor and Members of the City Council
City of Orange, California
In performing an audit in accordance with generally accepted auditing standards, Government Auditing Standards, and the HSC, we:
x Exercise professional judgment and maintain professional skepticism throughout the audit. x Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. x Obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and repo rt on internal control over compliance in accordance with the HSC, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.

Report on Internal Control over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of the Program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of the Program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of the Program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.

Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the HSC. Accordingly, this report is not suitable for any other purpose.

Irvine, California
March 3, 2025
5 600

CITY OF ORANGE, CALIFORNIA
Housing Successor
Statement of Net Position
Governmental
Activities
ASSETS
Cash and investments 946,831$
Receivables (net of uncollectibles):

Accounts 2,501
Accrued i
nterest 7,269
N
otes and loans 28,921,145
Total assets 29,877,746

DEFERRED OUTFLOWS OF RESOURCES
Pension-related 113,891
OPEB-related 26,122
Total deferred outflows of resources 140,013

LIABILITIES
Accounts payable 11,906
Noncurrent liabilities:

Due in more than one year:

Net pension liability 89,913
Net OPEB liability 117,182
Total liabilities 219,001

DEFERRED INFLOWS OF RESOURCES
Pension-related 3,642
OPEB-related 53,885
Total deferred inflows of resources 57,527

NET POSITION
Restricted for housing 29,741,231
Total net position 29,741,231$
June 30, 2024
See accompanying notes to the financial statements.
6 601

CITY OF ORANGE, CALIFORNIA

HOUSING SUCCESSOR
Statement of Activities
For the Year Ended June 30, 2024
Operating Capital
Charges for Contributions Contributions Governmental
Expenses Services and Grants and Grants Activities
Functions/Programs:

Primary government:

Governmental activities:

General government 56,553$ -$ -$ -$ (56,553)$ Community development 228,286 - - - (228,286) Economic development 37,884 - - - (37,884) Total governmental activities 322,723$ -$ -$ -$ (322,723)$ General revenues:

General revenues:

Use of money and property 242,751
Other 12,531,973
Total general revenues 12,774,724
Change in net position 12,452,001
Net position-beginning 17,289,230
Net position-ending 29,741,231$
Program Revenues
Net (Expenses)
Revenues and
Changes in Net
Position
See accompanying notes to the financial statements.
7 602

CITY OF ORANGE, CALIFORNIA

HOUSING SUCCESSOR
Balance Sheet
Governmental Fund
June 30, 2024
ASSETS
Cash and investments 946,831$
Receivables (net of allowance for uncollectible):

Accounts 2,501
Accrued interest 7,269
Notes and loans 28,921,145
Total assets 29,877,746$

LIABILITIES
Accounts payable 11,906$
Total liabilities 11,906

DEFERRED INFLOWS OF RESOURCES
Unavailable revenues 1,250,000
Total deferred inflows of resources 1,250,000

FUND BALANCE
Restricted for housing 28,615,840
Total fund balance 28,615,840
Total liabilities, deferred inflows of resources,
and fund balance 29,877,746$
See accompanying notes to financial statements.
8 603

HOUSING SUCCESSOR
Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position
June 30, 2024
Amounts reported for governmental activities in the Statement of Net Position are different because:

Total fund balances - governmental funds 28,615,840$
Deferred outflows-pension related 113,891
Deferred outflows-OPEB related 26,122
Deferred inflows-pension related (3,642)
Deferred inflows-OPEB related (53,885)
Total deferred outflows and inflows related to postretirement benefits 82,486 Long-term receivables 1,250,000
Total other long-term assets 1,250,000
Net pension liability (89,913)
Net OPEB liability (117,182)
Total long-term liabilities (207,095)
Net position of governmental activities 29,741,231$
Long-term liabilities that are not due and payable in the current period, and therefore, are not reported in the funds.

CITY OF ORANGE, CALIFORNIA
Differences between expected and actual experiences, assumption changes and net differences between projected and actual earnings, and contributions subsequent to the measurement date for the postretirement ben efits (pension and OPEB) are recognized as deferred outflows of resources and deferred inflows of resources on the Statement of Net Position.

Other long-term assets that are not available to pay for current period expenditures and, therefore, are either labeled unavailable or not reported in the funds.

See accompanying notes to the financial statements.
9 604

CITY OF ORANGE, CALIFORNIA

HOUSING SUCCESSOR
Statement of Revenues, Expenditures, and Changes in Fund Balances Governmental Fund
For the Year Ended June 30, 2024

REVENUES
Use of money and property 242,751$
Miscellaneous 12,531,973
Total revenues 12,774,724

EXPENDITURES
Current:

General government 27,178
Community development 151,415
Economic development 30,051
Total expenditures 208,644
Net change in fund balances 12,566,080
Fund balance-beginning 16,049,760
Fund balance-ending 28,615,840$
See accompanying notes to financial statements.
10 605

HOUSING SUCCESSOR
Reconciliation of the Statement of Revenues, Expenses and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2024
Amounts reported for governmental activities in the Statement of Activities are different because:

Net change in fund balances - total governmental funds: 12,566,080$ Changes in pension liabilities and related deferred outflows and inflows of resources 18,938 Changes in OPEB liabilities and related deferred outflows and inflows of resources (133,017) Total adjustment (114,079)
Change in net position of governmental activities 12,452,001$ Some expenses reported in the Statement of Activities do not require the use of current financial resources and, therefore, are not reported as expenditures in the governmental funds.

CITY OF ORANGE, CALIFORNIA
See accompanying notes to the financial statements.
11 606

CITY OF ORANGE HOUSING SUCCESSOR
Notes to Financial Statements
For the Year Ended June 30, 2024
NO
TE 1: SIGNIFICANT ACCOUNTING POLICIES
A.

Financial Reporting Entity
The Orang
e Successor Housing Agency (Housing Successor) was established on February 1, 2012, pursuant to the dissolution of the former Redevelopment Agency. Prior to that, the activities were accounted for in the Redevelopment Agency Housing Fund. The City Council became the governing board of the Housing Successor.

The Housing Successor was formed for purposes of construction and management of quality affordable housing within the City.

The Housing Successor is controlled by the City of Orange (City) and, accordingly, the accompanying fund financial statements are included as a special revenue fund of the basic financial statements prepared by the City.

The accompanying financial statements are intended to reflect the financial position of operations for the Housing Successor Fund only and do not purport to, and do not, present the financial position of the City of Orange, California. Separate financial statements are prepared for the City of Orange, and may be obtained from the City.

B.

Basis of Presentation
The
Housing Successor’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The Government Accounting Standards Board is the acknowledged standard setting body for establishing accounting and financial reporting standards followed by governmental entities in the United States of America.

The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all of the nonfiduciary activities of the fund. The Housing Successor has no fiduciary activities.

The statement of activities demonstrates the degree to which the direct expenses of a given function or segments are offset by program revenues. Direc t expenses are those that are clearl y identifiable with a specific function or segment. Program revenues include: 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services or privileges provided by a given function or segment, and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues.

While separate government-wide and fund financial statements are presented, they are interrelated.

C.

Measurement Focus, Basis of Accounting and Financial Statement Presentation The g
overnment-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Under the economic resources measurement focus, all (both current and long term) economic resources and obligations are included in the accompanying Statement of Net Position. Under the accrual basis of accounting, revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met.

Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under the current financial resources measurement focus, only current assets and liabilities are generally included on the balance sheet. Under the modified accrual basis of accounting, revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Housing Successor considers revenues relating to grants to be available if they are collected within 120 days of the end of the current fiscal period, and within 60 days for all other revenues.

Expenditures generally are recorded when a liability is incurred, as under accrual accounting.

Use of money and property is considered to be measurable and available only when cash is received by the government.
12 607

CITY OF ORANGE HOUSING SUCCESSOR
Notes to Financial Statements
For the Year Ended June 30, 2024
NO
TE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D.

Assets, Liabilities and Net Position or Equity
Ca
sh and Investments
Investments are reported in the accompanying financial statements at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Changes in fair value that occur during a fiscal year are recognized as use of money and property for that fiscal year. Use of money and property includes interest earnings, changes in fair value (realized/unrealized), gains or losses realized upon the liquidation, maturity, or sale of investments, and rental income.

Cash and investments are pooled with other City of Orange funds for investment purposes, with interest being allocated monthly to various funds based on each fund’s prior month-end cash and investment balance. Interest income for cash and investments excluded from pooled cash is credited directly to the related funds. Investment policies applicable to all the Housing Successor’s funds are those of the City of Orange and are included in the notes to the City’s basic financial statements.

Deferred Outflows/Inflows of Resources
In addition to assets, the statement of net position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period and will not be recognized as an outflow of resources (expense/expenditure) until that time. The Housing Successor has items related to the pension and OPEB plans that qualify for reporting in this category.

In addition to liabilities, the statement of net position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred of inflows of resources, represents an acquisition of net position that applies to a future period and so will not be recognized as an inflow of resources (revenue) until that time. The Housing Successor has items related to the pension and OPEB plans that qualify for reporting in this category.

Net Position Flow Assumption
Sometimes the government will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted net position and unrestricted net position in the government-wide financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the Housing Successor’s policy to consider restricted net position to have been depleted before unrestricted net position is applied.

Fund Balance Flow Assumptions
Sometimes the government will fund outlays for a particular purpose from both restricted and unrestricted resources (the total of committed, assigned, and unassigned fund balance). In order to calculate the amounts to report as restricted, committed, assigned, and unassigned fund balance in the governmental fund financial statements a flow assumption must be made about the order in which the resources are considered to be applied. It is the Housing Successor’s policy to consider restricted fund balance to have been depleted before using any of the components of unrestricted fund balance. Further, when the components of unrestricted fund balance can be used for the same purpose, committed fund balance is depleted first, followed by assigned fund balance. Unassigned fund balance is applied last.
13 608

CITY OF ORANGE HOUSING SUCCESSOR
Notes to Financial Statements
For the Year Ended June 30, 2024
NO
TE 1: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fund Equity
In the fund financial statements, government funds report the following fund balance classification:

Non-spendable include amounts that cannot be spent because they are either (a) not in spendable form or (b) legally or contractually required to be maintained intact.

Restricted include amounts that are constrained on the use of resources by either (a) external creditors, grantors, contributors, or laws of regulations of other governments or (b) by law through constitutional provisions or enabling legislation.

Committed include amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the government’s highest authority, the City Council. The formal action that is required to be taken to establish, modify, or rescind a fund balance commitment is a resolution. The Housing Successor did not have any committed fund balance as of June 30, 2024.

Assigned include amounts that are constrained by the government’s intent to be used for specific purposes, but are neither restricted nor committed. The Housing Successor did not have any assigned fund balance as of June 30, 2024.

Unassigned include the residual amounts that have not been restricted, committed, or assigned to specific purposes.

Use of Estimates
The preparation of basic financial statements in conformity with accounting principles generally accepted in the United State
s of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and deferred inflow/outflows of resources at the reporting date and revenue and expenses during the reporting period. Actual results could differ from those estimates.

Loans Receivable
Non
-current portions of long-term receivables due are reported on the Governmental and Government-wide financial statements. For loans that have a forgiveness component and/or repayment term greater than that of conventional loans, an allowance is recorded to more accurately present the net present value of these receivables.

NOTE 2: CASH AND INVESTMENTS
As of Jun
e 30, 2024, cash and investments were reported in the accompanying financial statements as follows:

Equity in City Investment pool $ 946,831
Total cash and investments $ 946,831
A.

Equity in the Cash and Investment Pool of the City of Orange The
Housing Successor has no separate bank accounts or investments other than its equity in the cash and investment pool managed by the City of Orange. The Housing Successor is a voluntary participant in that pool.

This pool is governed by and under the regulatory oversight of the Investment Policy adopted by the City Council of the City of Orange. The Housing Successor has not adopted an investment policy separate from that of the City of Orange. The fair value of the Housing Successor’s investment in the pool is reported in the accompanying financial statements at amounts based upon the Housing Successor’s pro-rata share of the fair value calculated by the City for the entire City portfolio. The balance available for withdrawal is based on the accounting records maintained by
the City, which are recorded at the estimated fair value. 14 609

CITY OF ORANGE HOUSING SUCCESSOR
Notes to Financial Statements
For the Year Ended June 30, 2024
NOT
E 2: CASH AND INVESTMENTS (CONTINUED)
B.

Disclosures Relating to the Investment Policy, Interest Rate Risk and Custodial Credit Risk Additional di
sclosures related to the investment policy, interest rate risk, credit risk and custodial credit risk are available in the City of Orange’s Annual Comprehensive Financial Report.

C.

Fair Value Measurements
The Ho
using Successor categorizes its fair value measurement within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the relative inputs used to measure the fair value of the investments. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The Housing Successor’s investment in the City investment pool is not subject to the fair value hierarchy.

NOTE 3: NOTES AND LOANS RECEIVABLE
With the dissolution of the Redevelopment Agency effective February 1, 2012, the City Council adopted a resolution authorizing the City of Orange to become the Housing Successor and enabling the City to retain housing assets and functions of the Redevelopment Agency. The Housing Successor provides housing loans for the rehabilitation and expansion of housing for low and moderate-income families in the City. Housing rehabilitation loans are for the purpose of rehabilitation and upgrading existing housing due to structural deficiencies. Housing loans also assist in the construction of new multi-family housing projects or rehabilitation of existing multi-family units. The balance of the loan at June 30, 2024, net of allowance for loan forgiveness, is $28,921,145.

Additionally, the former Redevelopment Agency issued several promissory notes, pursuant to and in implementation of the “Affordable Housing Resale Restrictions Option to Designate Eligible Purchaser with Alternative Option to Purchase and Option to Purchase upon Default.” These notes do not actually represent cash paid to the borrowers, but represent the subsidy constructively received by the borrower as a result of borrowers’ purchase of the property at a price below its fair market value. No repayment of these notes is due by the borrower until the Affordable Term of the loan date (45 years commencing from the loan date), or upon default, as described in the note. As of June 30, 2024, the outstanding amount for these loans was $378,668. Due to the length of the deferral and the uncertainty of prepayment on these loans, an allowance has been recorded for the full amount of the loan receivable.

On December 21, 2022, the City entered into Financing Agreements that provided the Developer of the Villa St. Joseph Affordable Housing Project for the acquisition and development of forty-nine (49) affordable rental housing units for Extremely Low Income, Very Low Income, Low Income Senior Citizen Households, and one (1) manager’s unit located at 480 South Batavia Street in the City of Orange, while maintaining compliance with the affordable housing requirements. The Financing Agreements provided for City Loans from various funds, which included $576,000 from the Housing Successor Fund. The loan balance is $458,696 at June 30, 2024. Due to the length of the deferral and the uncertainty of prepayment on these loans, an allowance has been recorded for the full amount of the loan receivable.

On January 23, 2024, the City entered into a Financing Agreement that provided the Developer of 1800 E. La Veta Avenue in the City of Orange for the development and operation of one hundred sixty-four (164) affordable rental housing units for Extremely Low Income and Lower Income Senior Citizen Households, and two (2) ma
nager’s units. The Financing Agreement provided for a City loan from the Housing Successor Fun d in the amount of $2,200,00

0. The loan balance is $1,980,000 at June 30, 2024. Due to the length of the deferral and the uncertaint
y of prepayment on these loans, an allowance has been recorded for the full amount of the loan receivable.
15 610

CITY OF ORANGE HOUSING SUCCESSOR
Notes to Financial Statements
For the Year Ended June 30, 2024
NO
TE 4: RETIREMENT PLAN
A.

Plan Description, Benefits Provided and Employees Covered The City contributes to the California Pu
blic Employees' Retirement System (CalPERS), an agent multiple-employer public employee defined benefit pension plan (the Plan). CalPERS provides retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and their beneficiaries. CalPERS acts as a common investment and administrative agent for participating public entities within the State of California. Benefit provisions and all other requirements are established by state statute and memoranda of understanding with employee bargaining units. A full description of the pension plan regarding number of employees covered, benefit provisions, assumptions (for funding, but not accounting purposes), and membership information are listed in the CalPERS June 30, 2016 Annual Actuarial Valuation Report. Details of the benefits provided can be obtained in Appendix B of the actuarial valuation report. This report and CalPERS’ audited financial statements are publicly available reports that can be obtained at CalPERS’ website under Employers. Additional information can be found in the City’s Comprehensive Annual Financial Report for the Year Ended June 30, 2024.

The Plan provides benefits for two membership classifications, Miscellaneous and Safety, and those benefits are tiered based upon date of CalPERS membership. Safety membership is extended to those in active law enforcement and fire suppression, while all others are classified as Miscellaneous members. Assembly Bill (AB) 340, also known as the Public Employees’ Pension Reform Act (PEPRA), created new benefit formulas and a final compensation period as well as new contribution requirements for new employees. For the purpose of PEPRA, “new employees” are those hired on or after January 1, 2013 and had never been a member of CalPERS previously.

CalPERS refers to members prior to January 1, 2013, as Classic members.

Employees of the City of Orange Housing Successor are covered under the Miscellaneous Plan. Further details of the City of Orange Retirement Plans can be found in the City’s Annual Comprehensive Financial Report for the Year Ended June 30, 2024.

The City allocates a percentage of the GASB 68 net pension liability, deferred outflows, deferred inflows, and required supplementary information to the Housing Successor based on its pro rata share of the actual employer pension cost to the City.

NOTE 5: OTHER POST EMPLOYMENT BENEFITS (OPEB)
The City administers an Agent Multiple-Employer defined benefit post-employment healthcare plan for eligible City retirees and their dependents through the California Public Employees' Retirement System (CalPERS). Retirees from the City enrolled in the Public Employees Medical and Hospital Insurance Program (PEMHCA), a single-employer postemployment benefits plan through CalPERS, are eligible for these benefits. These health insurance benefits are authorized through City Resolutions/Memorandas of Understanding defining health care benefits and contribution levels and through the contractual agreement between the City and CalPERS. The City currently contributes $149 per month for each retiree and the retiree is responsible for the balance of the premium amount.

The City allocates a percentage of the GASB 75 OPEB total liability, deferred outflows and inflows, and required supplementary information to the Housing Successor based on its pro rata share determined by an actuarial valuation annually.

NOTE 6: SUBSEQUENT EVENT
In preparing these financial statements, the Housing Successor has evaluated events and transactions for potential recognition or disclosure through March 3, 2025, the date the financial statements were available to be issued. No events or transactions were identified that required recognition or disclosure. 16 611
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)

REVENUES
Use of money and property 85,341$ 85,341 $ 242,751 $ 157,410$ Miscellaneous - - 12,531,973 12,531,973
Total revenues 85,341 85,341 12,774,724 12,689,383

EXPENDITURES
Current:

General government 27,458 27,458 27,178 280 Community development 52,955 181,660 151,415 30,245 Economic development 32,242 2,808,242 30,051 2,778,191 Total expenditures 112,655 3,017,360 208,644 2,808,716 Net change in fund balance (27,314)$ (2,932,019)$ 12,566,080 15,498,099$ Fund balance-beginning 16,049,760
Fund balance-ending 28,615,840$

CITY OF ORANGE, CALIFORNIA
Schedule of Revenues, Expenditures, and Changes in Fund Balances - Budget to Actual For the Year Ended June 30, 2024
17 612

CITY OF ORANGE HOUSING SUCCESSOR
Notes to Required Supplementary Information
For the Year Ended June 30, 2024
Budg
etary Accounting
Annual budgets are adopted by July 1 of each year on a basis consistent with generally accepted accounting principles for all governmental funds. The budget is monitored to ensure compliance with legal provisions embodied in the appropriated budget as approved or amended by the City Council throughout the year. Department heads are responsible for monitoring their department’s appropriated budget.

Legal level of Control – The legal level of budgetary control is at the department level within each fund. Transfers of appropriations between funds, between departments within a fund, and between capital outlay or debt service and another object group classification within a department, require City Council approval. All other transfers of appropriations can be made with City management approval. 18 613

CITY OF ORANGE HOUSING SUCCESSOR
Computation of Low and Moderate Income Housing Funds
Excess/Surplus
Opening Fund Balance 28,615,840$
Less Unavailable Amounts:

Loans receivable (28,921,145)
(28,921,145)
Available Housing Successor Funds (305,305)
Limitation (greater of $1,000,000 or four years deposits) Aggregate amount deposited for last four years:
2023-2024 12,774,724$
2022-2023 650,408
2021-2022 81,742
2020-2021 1,030,623
Total 14,537,497$
Base Limitation 1,000,000$
Greater amount 14,537,497
Computed Excess/Surplus None A
A. No Excess Surplus was developed for fiscal year ended June 30, 2024. According to HSC 34176.1(d) if a housing successor has an excess surplus, the housing successor sha ll encumber the excess surplus for the purposes as described in 34176.1 paragraph (3) of subdivision (a), or transfer these funds pursuant to 3417 6.1 paragraph (2), within three fiscal years, currently by June 30, 2026. If the housing successor fails to comply within this subdivision, the housing successor, within 90 days of the end of the third fiscal year, shall transfer any excess surplus to the Department of Housing and Community Development for expenditure pursuant to the Mu ltifamily Housing Program or the Joe Serna Jr. Farmworker Housing Grant Program.

Low and Moderate
All Project Area
July 1, 2024
Housing Funds
19 614
Agenda Item
City Council
Item #: 7.2. 3/11/2025 File #: 25-0130
TO: Honorable Mayor and Members of the City Council
FROM: Tom Kisela, City Manager

1. SUBJECT
Budget Risk and Economic Opportunities Advisory Services Presentation.

2. SUMMARY
On February 25, 2025, the Orange City Council requested staff to bring back a presentation from Grant Thornton on a potential fiscal strategic plan. Representatives from Grant Thornton prepared a presentation on what they refer to as Budget Risk and Economic Opportunities Advisory Services.

City staff recommend the City Council receive and file Grant Thornton’spresentation and provide direction.

3. RECOMMENDED ACTION
Receive and file a presentation from Grant Thornton LLP on Budget Risk and Economic Opportunities Advisory Services and provide direction to City staff.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability.

6. DISCUSSION AND BACKGROUND
On February 25, 2025, the Orange City Council discussed three separate studies and analyses that will help promote the City’s future fiscal health, including:

1. The Audit Committee reviewing the City’s past annual budgets and annual comprehensive financial reports.

2. The City conducting a Citywide organizational and operational assessment.

3. The City completing a fiscal strategic plan.

With respect to the fiscal strategic plan, the City previously met with representatives from Grant Thornton which is a licensed certified public accountant firm providing multiple financial services across the United States.

At that meeting, the Grant Thornton representatives suggested the City consider developing a fiscal strategic plan. Pursuant to the City Council’sFebruary 25, 2025 direction, representatives from Grant Thornton developed a presentation on what they refer to as Budget Risk and Economic Opportunities Advisory Services for the City Council’s consideration.

City of Orange Printed on 3/6/2025Page 1 of 2
powered by Legistar™
615
Item #: 7.2. 3/11/2025 File #: 25-0130
At the conclusion of the presentation, it is recommended the City Council provide direction to City staff on next steps.

7. ATTACHMENTS
· None
City of Orange Printed on 3/6/2025Page 2 of 2
powered by Legistar™
616
Agenda Item
City Council
Item #: 7.2. 3/11/2025 File #: 25-0130
TO: Honorable Mayor and Members of the City Council
FROM: Tom Kisela, City Manager

1. SUBJECT
Budget Risk and Economic Opportunities Advisory Services Presentation.

2. SUMMARY
On February 25, 2025, the Orange City Council requested staff to bring back a presentation from Grant Thornton on a potential fiscal strategic plan. Representatives from Grant Thornton prepared a presentation on what they refer to as Budget Risk and Economic Opportunities Advisory Services.

City staff recommend the City Council receive and file Grant Thornton’spresentation and provide direction.

3. RECOMMENDED ACTION
Receive and file a presentation from Grant Thornton on Budget Risk and Economic Opportunities Advisory Services and provide direction to City staff.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability.

6. DISCUSSION AND BACKGROUND
On February 25, 2025, the Orange City Council discussed three separate studies and analyses that will help promote the City’s future fiscal health, including:

1. The Audit Committee reviewing the City’s past annual budgets and annual comprehensive financial reports.

2. The City conducting a Citywide organizational and operational assessment.

3. The City completing a fiscal strategic plan.

With respect to the fiscal strategic plan, the City previously met with representatives from Grant Thornton which is a licensed certified public accountant firm providing multiple financial services across the United States.

At that meeting, the Grant Thornton representatives suggested the City consider developing a fiscal strategic plan. Pursuant to the City Council’sFebruary 25, 2025 direction, representatives from Grant Thornton developed a presentation on what they refer to as Budget Risk and Economic Opportunities Advisory Services for the City Council’s consideration.

City of Orange Printed on 3/6/2025Page 1 of 2
powered by Legistar™
617
Item #: 7.2. 3/11/2025 File #: 25-0130
At the conclusion of the presentation, it is recommended the City Council provide direction to City staff on next steps.

7. ATTACHMENTS
· None
City of Orange Printed on 3/6/2025Page 2 of 2
powered by Legistar™
618
Agenda Item
City Council
Item #: 8.1. 3/11/2025 File #: 25-0025
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Memorandum of Agreement between the City of Orange and the Mabury Ranch Homeowner’s Association for tree maintenance.

2. SUMMARY
The City of Orange and the Mabury Ranch Homeowner’sAssociation recognize the importance of maintaining trees within the Mabury Ranch community public right of way for the safety, aesthetic, and environmental benefits it provides. Staff is recommending the approval of a memorandum of agreement with MRHOA for tree maintenance at an initial cost of $99,000, and an ongoing tree maintenance cost of $5,000 annually.

3. RECOMMENDED ACTION
Approve the Memorandum of Agreement with Mabury Ranch Homeowner’s Association for tree maintenance at an initial cost of $99,000, and an ongoing tree maintenance cost of $5,000 annually.

4. FISCAL IMPACT
Upon approval of the appropriation, the initial expense for this Memorandum of Agreement for $99,000 will utilize one-time salary savings, with an additional ongoing annual cost of $5,000 to be funded through General Fund.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology Objective 5.9: Identify costs and funding associated with maintaining new amenities

6. DISCUSSION AND BACKGROUND
The Mabury Ranch Homeowner Association (MRHOA) tract was built in 1977, and as part of the development and its Covenants, Conditions, and Restrictions (CC&R) the 227 trees within the public right of way must be maintained by the MRHOA. Since the tract’sinception, the MRHOA has been maintaining these public right of way trees.

The MRHOA is requesting that the City assume maintenance of these 227 trees in consistency with our Orange Municipal Code Chapter 12.2 that identifies maintenance responsibilities for trees within the public right of way. The City’sArborist, as part of the assessment of the MRHOA trees, has completed a risk assessment of all 227 trees. As a result of that assessment, over half of the 227 trees do not adhere to the City’sguidelines and International Society of Arboriculture (ISA) standards.

Many of the trees are too close to walls and do not have proper spacing requirements, resulting in City of Orange Printed on 3/6/2025Page 1 of 3
powered by Legistar™
619
Item #: 8.1. 3/11/2025 File #: 25-0025
Many of the trees are too close to walls and do not have proper spacing requirements, resulting in crossing canopies and insufficient soil volume for proper root growth. Other trees are planted in substandard tree wells that are insufficient for the size of the tree. In addition, these trees have not been pruned to the City guidelines, specifications, and ISA standards. Many of these trees are observed to have structural defects, some of which are severe defects. Further, approximately half of the trees tagged for removal are Eucalyptus trees. These trees are known to typically sustain failure without any signs of defect, which can create a safety hazard. As a result, staff is recommending the following removals for 127 trees and an initial trim for the remaining 100 trees to attempt to correct deficient trimming and to establish a maintenance history for the tree.

Location Canary
Island
Pines
Eucalyptus Elms Crape
Myrtle
Liquid
Amber
Braford
Pears
Total
Removal
Total Initial
Pruning
Cannon St. 22 6 28
Serrano Ave. 62 10 13 72 13
Mt.

Mckindley
Blvd.
22 5 22 5
Yellowstone
Blvd.
21 21 2 21 23
Orange Park
Blvd.
5 22 9 5 31
Taft
Extension
7 7
Total 127 100
The removal cost is estimated at $80,000 for the 127 trees. The remaining 100 trees will require a special trim per the City Arborist’sdirection for an estimated cost of $19,000. Due to the existing landscape and surrounding infrastructure, replanting options are limited, however, staff will endeavor to replace trees where suitable within our existing tree planning program.

By approving this agreement, MRHOA agrees to indemnify the City from all liability arising out of and associated with those trees that used to be maintained by MRHOA as identified in the agreement for a period of two years. In addition, MRHOA will reimburse the City not to exceed $16,000 or the cost of the initial pruning of the 100 trees.

MRHOA has an interest in the replanting of trees in and adjacent to the Mabury Ranch community.

MRHOA will reimburse the City up to $5,000 in 2025 and another additional $5,000 in 2026 for replanting. Any trees planted will remain the maintenance obligation of the City.

7. ATTACHMENTS
· Memorandum of Agreement
City of Orange Printed on 3/6/2025Page 2 of 3
powered by Legistar™
620
Item #: 8.1. 3/11/2025 File #: 25-0025
City of Orange Printed on 3/6/2025Page 3 of 3
powered by Legistar™
621
Agenda Item
City Council
Item #: 8.1. 3/11/2025 File #: 25-0025
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Memorandum of Agreement between the City of Orange and the Mabury Ranch Homeowner’s Association for tree maintenance.

2. SUMMARY
The City of Orange and the Mabury Ranch Homeowner’sAssociation recognize the importance of maintaining trees within the Mabury Ranch community public right of way for the safety, aesthetic, and environmental benefits it provides. Staff is recommending the approval of a memorandum of agreement with MRHOA for tree maintenance at an initial cost of $99,000, and an ongoing tree maintenance cost of $5,000 annually.

3. RECOMMENDED ACTION
Approve the Memorandum of Agreement with Mabury Ranch Homeowner’s Association for tree maintenance at an initial cost of $99,000, and an ongoing tree maintenance cost of $5,000 annually.

4. FISCAL IMPACT
Upon approval of the appropriation, the initial expense for this Memorandum of Agreement for $99,000 will utilize one-time salary savings, with an additional ongoing annual cost of $5,000 to be funded through General Fund.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology Objective 5.9: Identify costs and funding associated with maintaining new amenities

6. DISCUSSION AND BACKGROUND
The Mabury Ranch Homeowner Association (MRHOA) tract was built in 1977, and as part of the development and its Covenants, Conditions, and Restrictions (CC&R) the 227 trees within the public right of way must be maintained by the MRHOA. Since the tract’sinception, the MRHOA has been maintaining these public right of way trees.

The MRHOA is requesting that the City assume maintenance of these 227 trees in consistency with our Orange Municipal Code Chapter 12.2 that identifies maintenance responsibilities for trees within the public right of way. The City’sArborist, as part of the assessment of the MRHOA trees, has completed a risk assessment of all 227 trees. As a result of that assessment, over half of the 227 trees do not adhere to the City’sguidelines and International Society of Arboriculture (ISA) standards.

City of Orange Printed on 3/5/2025Page 1 of 3
powered by Legistar™
622
Item #: 8.1. 3/11/2025 File #: 25-0025
trees do not adhere to the City’sguidelines and International Society of Arboriculture (ISA) standards.

Many of the trees are too close to walls and do not have proper spacing requirements, resulting in crossing canopies and insufficient soil volume for proper root growth. Other trees are planted in substandard tree wells that are insufficient for the size of the tree. In addition, these trees have not been pruned to the City guidelines, specifications, and ISA standards. Many of these trees are observed to have structural defects, some of which are severe defects. Further, approximately half of the trees tagged for removal are Eucalyptus trees. These trees are known to typically sustain failure without any signs of defect, which can create a safety hazard. As a result, staff is recommending the following removals for 127 trees and an initial trim for the remaining 100 trees to attempt to correct deficient trimming and to establish a maintenance history for the tree.

Location Canary
Island
Pines
Eucalyptus Elms Crape
Myrtle
Liquid
Amber
Braford
Pears
Total
Removal
Total Initial
Pruning
Cannon St. 22 6 28
Serrano Ave. 62 10 13 72 13
Mt.

Mckindley
Blvd.
22 5 22 5
Yellowstone
Blvd.
21 21 2 21 23
Orange Park
Blvd.
5 22 9 5 31
Taft
Extension
7 7
Total 127 100
The removal cost is estimated at $80,000 for the 127 trees. The remaining 100 trees will require a special trim per the City Arborist’sdirection for an estimated cost of $19,000. Due to the existing landscape and surrounding infrastructure, replanting options are limited, however, staff will endeavor to replace trees where suitable within our existing tree planning program.

By approving this agreement, MRHOA agrees to indemnify the City from all liability arising out of and associated with those trees that used to be maintained by MRHOA as identified in the agreement for a period of two years. In addition, MRHOA will reimburse the City not to exceed $16,000 or the cost of the initial pruning of the 100 trees.

MRHOA has an interest in the replanting of trees in and adjacent to the Mabury Ranch community.

MRHOA will reimburse the City up to $5,000 in 2025 and another additional $5,000 in 2026 for replanting. Any trees planted will remain the maintenance obligation of the City.

7. ATTACHMENTS
City of Orange Printed on 3/5/2025Page 2 of 3
powered by Legistar™
623
Item #: 8.1. 3/11/2025 File #: 25-0025
· Memorandum of Agreement
City of Orange Printed on 3/5/2025Page 3 of 3
powered by Legistar™
624
1 MEMORANDUM OF AGREEMENT (MOA) BETWEEN CITY OF ORANGE AND THE MABURY RANCH HOMEOWNER’S ASSOCIATION
[Tree Maintenance]

This Memorandum of Agreement (hereinafter referred to as "MOA") is entered into on this ____ day of March, 2025 ("Effective Date"), by and between the City of Orange, a California municipal corporation ("City"), and The Mabury Ranch Homeowners Association (“MRHOA”), a homeowners association organized and existing under the laws of California.

WHEREAS, the City and MRHOA recognize the importance of maintaining trees within the Mabury Ranch community for the safety, aesthetic, and environmental benefits it provides;

WHEREAS, the City has in place Ordinance No. 03-18, regarding tree preservation, as well as the Department of Public Works Standard Specifications for Planting, Removal and Maintenance of Street Trees and Shrubs, Orange Municipal Code 12.28.030 (“DPW Tree Specifications”);

WHEREAS, the City has the necessary resources and expertise for the maintenance, including pruning, removal, tree stump removal and replanting, of trees within the MRHOA community;

WHEREAS, the City now accepts responsibility for the tree maintenance of the trees identified in Exhibit A, following the DPW Tree Specifications; and

WHEREAS, this MO A constitutes the entire understanding of the Parties and no representation or agreements, oral or written, made prior to the execution hereof shall vary or modify the terms herein;

NOW, THEREFORE, the City and MRHOA hereby agree as follows:

1. Tree Maintenance Responsibility:

a. The City shall be responsible for the maintenance, including pruning, removal, tree stump removal and replanting, of trees located within the MRHOA community, which trees are identified in the attached Exhibit A, hereby incorporated to this MO A as though fully set forth again herein .

The parties agree that Exhibit “A” serves as a reference for the scope of tree maintenance responsibilities outlined in this MOA and this map supersedes any prior maps or agreements, whether written or oral.

b. Tree maintenance or removal shall be performed under the direction of the City , and in compliance with the DPW Tree Specifications.

c. Upon prior written notice by the City of no less than forty eight (48) hours of maintenance work to be performed, the MRHOA shall use its best efforts to obtain cooperation by its members to permit access to City personnel for the purpose of tree maintenance as required.

d. MHROA shall promptly communicate if concerns about tree safety arise so the City can quickly assess potential risks.

625
2 e. City’s Field Services Manager (“City’s Project Manager”) shall be the person to whom MRHOA will report concerns to.

2. Liability:

a. The City shall not be held liable for any damages or liabilities arising from the trees that MRHOA is responsible for maintaining which are not designated on Exhibit A. However, the City shall remain liable and responsible for all trees for which they have maintenance responsibility.

b. In the event of a claim or liability arising from a City tree as identified in Exhibit A and incorporated by reference herein, MRHOA shall:

i. Notify the City within 60 days of becoming aware of such claim or liability. ii. Provide the City with all relevant information and documentation related to the claim or liability, including but not limited to photographs, incident reports, and witness statements.
iii. Cooperate fully with the City in the investigation and resolution of the claim or liability.

c. MRHOA acknowledges and agrees that it shall maintain adequate liability insurance coverage.

3. Indemnification:

For the first two (2) years from the date of this MOA, MRHOA will include the City, as an Additional Insured and provide Endorsements specifically naming the City on its commercial general insurance for the liability and defense of suits or claims arising out of the maintenance of the trees , as identified in Exhibit A and incorporated by reference herein. MRHOA shall provide the City evidence of insurance including all policies, endorsements and certificates.

Thereafter, the City shall be responsible for the liability and defense of suits arising out of and associated with the maintenance of the trees, as identified in Exhibit A and incorporated by reference herein.

4. Duration:

This MOA shall be effective as of the Effective Date and shall remain in force until both parties provide mutual written notice of termination, with a minimum of 30 days.

5. Cost Sharing:

MRHOA acknowledges and agrees that it shall reimburse the City not to exceed $16,000.00 (SIXTEEN THOUSAND DOLLARS and NO CENTS) for the cost of the initial pruning the trees, as identified in Exhibit A and incorporated by reference herein.

The City acknowledges and agrees that it will be responsible for the costs of the removal and/or maintenance of the trees, as identified in Exhibit A and incorporated herein.

626
3 MRHOA has an interest in the replanting of trees as stated in the Recitals above. MRHOA is willing to participate in the replanting of City approved trees, in City selected areas, on Cannon, Serrano Avenue, Mt. McKinley, Yellowstone Blvd., and Orange Park Blvd. ( that are immediately adjacent to the Mabury development), and MRHOA will reimburse the City up to and not to exceed $5,000.00 in 2025 , and MRHOA will reimburse the City up to and not to exceed an additional $5,000.00 in 2026 for such replanting. Any trees planted shall remain the maintenance obligation of the City.

6. Amendments:

This MOA may only be amended in writing executed by both parties.

7. Superseding Clause:

This MOA supersedes any prior agreements, understandings, or representations, ordinances, council meeting agendas, developer correspondence, whether written or oral, between the City and MRHOA relating to tree maintenance and liability within the Mabury Ranch community.

8. Governing Law and Venue:

This Agreement shall be construed in accordance with and governed by the laws of the State of California and parties agree to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.

9. Integration:

This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated.

10. Notice:

Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within 3 days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission.

"THE MABURY RANCH
HOMEOWNER’S ASSOCIATION” “CITY”

Nathan Swanek, President City of Orange
c/o Morgan Bomboy, 300 E. Chapman Avenue
Tritz Professional Management Orange; CA 92866
1525 E. 17th St, Suite “A” Attn: Field Services Manager Santa Ana CA, 92705
Email: [email protected] Email: [email protected] Telephone No.: 714-557-5900 Telephone No.: 714-532-6480 627
4 With a copy to:

Brian D. Moreno, Esq.

BRIAN D. MORENO LAW CORPORATION APC
1100 Town and Country Road, Suite 1250
Orange, CA 92868
[email protected]

11. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.

IN WITNESS of this Agreement, the parties have entered into this MOA as of the year and day first above written.

“MABURY RANCH “CITY”
HOMEOWNERS ASSOCIATION”
CITY OF ORANGE, a municipal corporation

*By: By:

Nathan Swanek, President Daniel R. Slater, Mayor

ATTEST:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

Nathalie Adourian,
Senior Assistant City Attorney

√

628

EXHIBIT “A”

SCOPE OF SERVICES AND MAP OF CITY

MAINTAINED TREES

[Beneath this sheet.]

629

SAN RAMON CIR LAVENDER CT

WILDROSE DR

CERRO VILLA DR

BLAIRWOOD LNBLAIRWOOD LN

RUSHMORE ST

NATHAN CIR

MESA DR CANNON STSAN MIGUEL DR

CARVER LNHIDDEN VALLEY CIR

CANYON DR

WISTERIA LNESTATES DRHUNTING CIR

AZALEA DR

CANYON DRLAS FLORES CIR

GOLDENROD LNVILLA ISLE CIRVILLA ISLE DR MESA DR

CANNON ST

KATAWPA CIR

CRESTVIEW CIR

SMOKEY AVE

EVERGLADES CIR

ISLE ROYALE CIR

RIDGEVIEW RD

CRESTVIEW CIR CANYON PARK CIR
CARPENTER CIR BRYCE AVECRATER LAKE AVEMT. McKINLEY BLVD

CRATER LAKE AVECANNON ST

LEATRICE DR

MOUNTAIN AVE MABURY AVELARSON CIR MABURY AVEHILLSIDE AVEMODOC STLAKESIDE AVE

JUANENO AVEBROOKSIDE AVELEXINGTON AVE

YUROK STCHUMASH ST

MODOC STPALA PLSHOSHONE AVE WINDES DR

SERRANO AVE

LAKE MEAD CIR

HIDDEN OAKS LN

WINDES DR

WINDES DR

WILLOW WOOD CIR
OAK LN

WATERTON AVE

DRESSAGE STWHITE ALDER CIR

HIGHPOINT RDSYCAMORE GLEN DR

WILLIAMSBURG ST

ZION ST

CARLSBAD ST

LASSEN BLVD

SHENANDOAH AVE

TETON AVE

SYCAMORE CIR

BONITA CT

SAN MARCOS CT

SANTA ISABEL CTBOSCANA CTAPACHE CREEK RDSIERRA VISTA DR

SIERRA VISTA DR

PRESCOTT CT

LAGUNA CT

PALERMO CT

SAN RAFAEL CT

HOLLYOAK RDGABBEYWOOD RD

SPRINGWINDS LN

GOLDENROD LN

EDGEMONT DR

CEDARBROOKS RD

GRANDVIEW RD

TIMBERGROVE RD

GLENBROOK LN

KLAMATH PL

PARKER CIR

GOLDENROD LN

LASSEN BLVDYELLOWSTONE BLVD

MAMMOTH CIR

GLACIER ST

TETON AVE

SERRANO AVE

BRYCE AVE

PLAYANO AVE

STACEY LEE LNSANTIAGO BLVD

GROVEWOOD LN

HIDDEN OAKS LN

VILLANUEVA DR

SERRANO AVE

CREST DE VILLE

APPLEWOOD DR GRANDVIEW RD

TIMBERGROVE RD

SMOKEY AVE ORANGE PARK BLVD

WATERTON AVE

YOSEMITE AVE

JOSHUA TREE AVEBRYCE AVE

SHENANDOAH AVE

FOREST STYELLOWSTONE BLVD

JOSHUA TREE AVEORANGE PARK BLVD

RIVER BIRCH CIRPEPPER WOOD CIRSWEETSHADE CIR

HIGHTREE LN

MOUNTAIN AVE

CREST DE VILLE

PARAGON WAY

FAIRPORT CIR

MONACO PKWY

HORIZON DRHORIZON DRALEXANDRIA ST

CHELSEY

TAFTAVE

SHOSHONE AVE
&
Cannon Street Along
The Front of Block Wall
• 22 Canary Island Pines
(Initial Pruning)
• 6 Eucalyptus
(Initial Pruning)
&
Mt. McKinley Boulevard
• 5 Elms – Median Tree
(Initial Pruning)
• 22 Eucalyptus – Both Sides
Along The Block Walls (Removal)
&
Yellowstone Boulevard
• 21 Elms – Median Tree
(Initial Pruning)
• 2 Liquid Amber – Median Tree
(Initial Pruning)
• 21 Eucalyptus – Both Sides Along
The Block Walls (Removal)
&
Orange Park Boulevard
• 9 Bradford Pears – Median
Tree (Initial Pruning)
• 22 Liquid Amber – Median
Tree (Initial Pruning)
• 5 Eucalyptus – Both Sides
Along The Block Walls (Removal)
&
• Serrano Avenue Between Sidewalk
And Block Wall
• 62 Canary Island Pines (Removal)
• 10 Eucalyptus (Removal)
• 13 Crape Myrtle (Initial Pruning)
&
Taft Extension
• 7 Eucalyptus – North Side
Along The Block Wall (Removal)

MABURY RANCH

TREE MAINTENANCE AGREEMENT
I
February 12th 2025
J:\GisProjects\Maintenance\AlanTruong\Pro\Maybury_Ranch\Maybury_Ranch.aprx\Maybury Ranch HOA Tree 630
Agenda Item
City Council
Item #: 8.2. 3/11/2025 File #: 25-0104
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, City Manager
FROM: Trang Nguyen, Finance Director

1. SUBJECT
Review of the proposed Financial Management Policies.

2. SUMMARY
Proposed Financial Management Policies to provide a framework for the annual budget and planning process.

3. RECOMMENDED ACTION
Provide input and direction regarding the proposed Financial Management Policies.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability Objective 2.9: Create a fiscal sustainability plan

6. DISCUSSION AND BACKGROUND
On November 26, 2024, the City Council adopted a Strategic Plan, outlining the Council’sgoals and objectives for the next five years, which included a goal to create a fiscal sustainability plan. As part of this plan, as well as in response to the Fiscal Year 2024-25 (FY 25) operating budget deficit, staff have drafted a set of Financial Management Policies.

While the City has generally practiced many of the guidelines specified in the policies, it had not been formally outlined through a comprehensive document. In an effort to ensure transparency, consistency, and sustainability of the City’sfinances moving forward, staff have compiled the draft Financial Management Policies (FMPs). These policies provide a framework for the annual budget and planning process, which include guardrails to ensure the financial decisions being proposed will support and maintain fiscal responsibility, accountability, and sustainability into the future. The purpose of the controls outlined in the policy areis to establish consistent and sound financial decision-making that will carry forward year to year. These policies will also provide the public a comprehensive document that will serve as the roadmap for the annual budgetary process and a guideline for meeting fund balance reserves. The FMPs cover key elements of the City’sfinances City of Orange Printed on 3/6/2025Page 1 of 3
powered by Legistar™
631
Item #: 8.2. 3/11/2025 File #: 25-0104
including the following:
· Budget Development
o General Fund Budget
o Capital Projects Fund Budget
· Fund Balance
· Reserves
· Budgetary Controls and Accounting Methodology
· Pension, Investment and Debt
Also included in the FMP’s are important definitions, principles, and changes that include:
· Structurally balanced budget
o Recurring expenditure should not be more than recurring revenue o One-time revenue is not used for recurring expenditure · Definition of reserves, components of fund balance, and reporting of fund balance o Non-spendable - amounts that are not in a spendable form such as inventory. o Restricted - amounts constrained to specific purposes by their providers such as grantors and higher levels of government.
o Assigned - amounts identified by the City Council for a specific purpose. o Committed - amounts that have been spent for specific purposes determined by the government’s highest level of decision-making authority. o Unassigned - amounts that are not classified as non-spendable, restricted, assigned, and committed.
· Changes to the reserve policy
o General Fund - going from 16.6% back to 25% of the General Fund expenditure, excluding transfers.
o Internal Service Funds - various levels depending on the fund. ( sSee attachment A for more details).
o Capital Projects Fund - going from 5-year annual average CIP or 50% of the single highest year to an equivalent of 1-year pavement management. · Separating the reserve policy from pension policy
Following the meeting, input and direction from the City Council will be included in the FMPs; and the final document will be finalized and shared with the Audit and Investment Committees. Once reviewed, the FMPs will be brought back to the City Council for adoption at a future meeting. The City of Orange Printed on 3/6/2025Page 2 of 3
powered by Legistar™
632
Item #: 8.2. 3/11/2025 File #: 25-0104
FMPs will be reviewed annually during budget adoption.

7. ATTACHMENTS
· City of Orange Financial Management Policies
City of Orange Printed on 3/6/2025Page 3 of 3
powered by Legistar™
633
Agenda Item
City Council
Item #: 8.2. 3/11/2025 File #: 25-0104
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, City Manager
FROM: Trang Nguyen, Finance Director

1. SUBJECT
Review of the proposed Financial Management Policies

2. SUMMARY
Proposed Financial Management Policies to provide a framework for the annual budget and planning process.

3. RECOMMENDED ACTION
Provide input and direction regarding the proposed Financial Management Policies.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability Objective 2.9: Create a fiscal sustainability plan

6. DISCUSSION AND BACKGROUND
On November 26, 2024, the City Council adopted a Strategic Plan, outlining the Council’sgoals and objectives for the next five years, which included a goal to create a fiscal sustainability plan. As part of this plan, as well as in response to the Fiscal Year 2024-25 (FY 25) operating budget deficit, staff have drafted a set of Financial Management Policies.

While the City has generally practiced many of the guidelines specified in the policies, it had not been formally outlined through a comprehensive document. In an effort to ensure transparency, consistency, and sustainability of the City’sfinances moving forward, staff have compiled the draft Financial Management Policies (FMPs). These policies provide a framework for the annual budget and planning process, which include guardrails to ensure the financial decisions being proposed will support and maintain fiscal responsibility, accountability, and sustainability into the future. The purpose of the controls outlined in the policy areis to establish consistent and sound financial decision-making that will carry forward year to year. These policies will also provide the public a comprehensive document that will serve as the roadmap for the annual budgetary process and a guideline for meeting fund balance reserves. The FMPs cover key elements of the City’sfinances City of Orange Printed on 3/5/2025Page 1 of 3
powered by Legistar™
634
Item #: 8.2. 3/11/2025 File #: 25-0104
including the following:
· Budget Development
o General Fund Budget
o Capital Projects Fund Budget
· Fund Balance
· Reserves
· Budgetary Controls and Accounting Methodology
· Pension, Investment and Debt
Also included in the FMP’s are important definitions, principles, and changes that include:
· Structurally balanced budget
o Recurring expenditure should not be more than recurring revenue o One-time revenue is not used for recurring expenditure · Definition of reserves, components of fund balance, and reporting of fund balance o Non-spendable - amounts that are not in a spendable form such as inventory. o Restricted - amounts constrained to specific purposes by their providers such as grantors and higher levels of government.
o Assigned - amounts identified by the City Council for a specific purpose. o Committed - amounts that have been spent for specific purposes determined by the government’s highest level of decision-making authority. o Unassigned - amounts that are not classified as non-spendable, restricted, assigned, and committed.
· Changes to the reserve policy
o General Fund - going from 16.6% back to 25% of the General Fund expenditure, excluding transfers.
o Internal Service Funds - various levels depending on the fund. ( sSee attachment A for more details).
o Capital Projects Fund - going from 5-year annual average CIP or 50% of the single highest year to an equivalent of 1-year pavement management. · Separating the reserve policy from pension policy
Following the meeting, input and direction from the City Council will be included in the FMPs; and the final document will be finalized and shared with the Audit and Investment Committees. Once reviewed, the FMPs will be brought back to the City Council for adoption at a future meeting. The City of Orange Printed on 3/5/2025Page 2 of 3
powered by Legistar™
635
Item #: 8.2. 3/11/2025 File #: 25-0104
FMPs will be reviewed annually during budget adoption.

7. ATTACHMENTS
· City of Orange Financial Management Policies
City of Orange Printed on 3/5/2025Page 3 of 3
powered by Legistar™
636
Page | 1

CITY OF ORANGE

FINANCIAL MANAGEMENT POLICIES

I. Purpose and Objectives
The City’s Financial Management Policies (FMPs) purpose and objective is ensuring its long-term fiscal stability and establishing controls for sound decision making, for the present and future.

This set of policies is intended to provide a framework to manage the City’s finances in a manner that will support a high level of public safety; maintain the quality of life; and provide excellent service for our residents and business community while maintaining a balanced budget with a healthy reserve to meet known and unknown future obligations.

These FMPs are essential to the fiscal health and contingency plans of the City. They will be reviewed annually during the budget process and, if necessary, recommended changes will be presented to the City Council for consideration at budget adoption.

II. Fiscal Sustainability
The City is committed to fiscal sustainability through its management of expenditures and stewardship of revenue growth through economic development and exploration of other revenue enhancing opportunities.

The City is also committed to maintaining a long -term view of financial planning that anticipates and proactively mitigate risks to preserve public safety, maintain the quality of life of the community, and provide excellence services to residents and businesses as identified and prioritized through community input.

Fiscal sustainability will be accomplished by these guiding principles:
a. Informed decision-making. City staff will identify and evaluate immediate and long-term economic, social, and environmental impacts of challenges, and present them to the City Council for discussion and consideration.
b. Transparency. The City will conduct all business with transparency, pursuant to applicable laws and regulations. The City will continue to improve transparency and make financial information available in an understandable format for the community. c. Managing long -term liabilities . The City will continue to monitor long -term financial liabilities, including unfunded pension obligations, and commits to taking actions to manage these obligations and ensure transparency to the public.

Draft
637
Page | 2

d. Shared responsibility. The City recognizes a shared responsibility between the employee and employer. The City is committed to appropriately fund employee compensation to attract and retain employees while maintaining a long -term sustainable and balanced budget.
e. Seeking efficiency and effectiveness. Staff is committed to continuously explore ways to operate more efficiently while providing a quality service.

III. Definition
a. Fiscal year – each fiscal year begins on the first day of July and ends on the 30 th day of June.
b. Recurring revenues – revenues that are reasonably expected to continue from year-to-year, with some degree of predictability.
c. One-time revenues – revenues that are one-time in nature or unpredictable. d. Recurring expenditures – expenditures that are reasonably expected to be funded every year to maintain the current level of City services. e. One-time expenditures – expenditures that are unpredictable and are not critical to maintain the current level of services.
f. Surplus - when actual revenue exceed actual expenditure, including transfers. g. Catastrophic reserve – a required, non -discretionary, reserve that the City must maintain as a requirement for the Pension Obligation Bond (POB). h. Restricted reserve – a portion of the fund balance that is set aside for emergencies, economic uncertainty, and fiscal distress.
i. Operating surplus – the excess of total revenues minus the total expenditures within a fiscal year.
j. Unrestricted/excess reserve – a portion of the fund balance that is above the catastrophic and restricted reserve.

IV. Policies
City-wide Budget Policy
a. The City Council will adopt an annual budget for all funds, including the Redevelopment Successor Agency, before the start of the fiscal year, July 1st. b. At a minimum, the budget adoption package shall include the following:
i. A schedule of changes in fund balance for all funds. ii. Statement of revenues for all funds.
iii. Statement of expenditures for all funds.
iv. Five-year Capital Improvement Plan.
c. A copy of the budget shall be certified by the City Clerk as adopted by the City Council and filed as a public record in the office of the City Clerk.

Draft
638
Page | 3

d. The Council will annually adopt a resolution establishing the City’s appropriations limit (Gann Limit), calculated in accordance with Article XIII-B of the Constitution of the State of California.
e. A Financial Model should be reviewed, analyzed, updated, and presented at a City Council meeting as part of the annual City budget process.

General Fund Budget Policy
a. The City will adopt a structurally balanced budget before the start of the fiscal year, July 1st.
i. Recurring revenues supporting recurring expenditures. ii. One-time revenue cannot be used for ongoing expenditures, i.e. salaries and benefits.
b. The City will commit to controlling recurring non-personnel expenditure growth to an average of the last ten years of the Consumer Price Index for All Urban Consumers (CPI -U) for the Los Angeles -Long Beach -Anaheim area which is currently 2.0%.
i. Staff will present in detail the areas where the recurring expenditures growth exceeds the average CPI-U.
ii. City Council will approve or provide direction to staff for each area where the recurring expenditures exceeded the average CPI-U.
c. The City will commit to balance the annual operating budget utilizing the following temporary budget balancing strategies*, if necessary:
i. Freeze vacant positions for one year.
ii. Suspend all overnight training, unless it is grant funded, for one year. iii. Suspend non -essential purchases of supplies, materials, equipment, vehicles, services and capital improvement projects , unless it is grant funded, for one year.
*All temporary budget balancing strategies are subject to review annually. d. The City may borrow* fund balances to balance the annual operating budget for unplanned/unforeseen events such as a recession or natural disaster. a. Borrow available fund balance from Internal Service Funds and/or Capital Project Fund.
b. Borrow from Catastrophic Reserve.
*A plan must be proposed and adopted by the City Council and must be paid back in two years.
e. The City will commit to allocating operating surpluses to:
i. Replenish reserves,
i. Pay down long-term obligations such as pension obligations , other post- employment benefits, and bonds, and
ii. Fund one-time expenses such as deferred maintenance.

Draft
639
Page | 4

Capital Projects Fund Budget Policy
a. The City will approve a Five -year Capital Improvement Plan during the annual budget development.
ii. The budget for the Five -year Capital Improvement Plan is adopted annually.
b. The City will review and update the Five -year Capital Improvement Plan annually, if needed.
c. Future operating costs associated with the new capital project are to be disclosed.
d. An Inventory of the City’s physical assets, their condition, and remaining useful life will be maintained.
e. The City will maintain all assets at a sufficient level to protect the City’s capital investment.

Fund Balance Policy
a. Fund balance is essentially the difference between the assets and liabilities reported for the governmental fund. The Government Accounting Standards Board Statement No. 54 (GASB 54) identifies five separate components of fund balance, each of which identifies the specific purposes for which amounts can be spent:
i. Non-spendable – amounts that are not in a spendable form such as inventory.
ii. Restricted – amounts constrained to specific purposes by their providers such as grantors and higher levels of government.
iii. Assigned – amounts identified by the City Council for a specific purpose. iv. Committed – amounts that have been spent for specific purposes determined by the government’s highest level of decision -making authority.
v. Unassigned – amounts that are not classified as non -spendable, restricted, assigned, and committed.

Reserve Policies
a. General Fund
i. Maintain reserves equivalent to 25% of annual General Fund expenditure, excluding transfers out, for the respective fiscal year. 1) The City will implement a phase -in approach to achieving the 25% reserve over the next five years.
• FY26 – 18%
• FY27 – 20%
• FY28 – 23%
Draft
640
Page | 5

• FY29 – 25%
ii. At the end of the fiscal year, the Finance Department reports on the year- end financial results. Any unrestricted/unassigned fund balance in the General Fund, after providing funding necessary to achieve the minimum reserve levels required by this policy, shall be available for allocation as follows, subject to City Council approval:
1) Replenish reserves in Internal Service Funds and/or Capital Projects Fund.
2) One-time funding, non-recurring needs.
3) Loan repayment acceleration.
iii. Upon funding of the above, the decision of remaining unrestricted/unassigned balances shall be recommended to the City Council by the City Manager or designee.

b. Internal Service Funds
i. Vehicle Replacement Fund - maintain reserves equivalent to 25% of the annual replacement value.
ii. Computer and Technology Replacement Fu nd - maintain reserves equivalent to 25 % of the annual replacement value.
iii. General Liability Fund – implement a phased in approach over the next 2 years to eliminate the negative fund balance. Once resolved, maintain a reserve amount equal to the Present Value of Projected Losses provided by the City’s Self-Insured Pool Administrator (CIPA).
• FY26 - Eliminate 50% of the negative fund balance
• FY27 - Eliminate remaining 50% negative fund balance
• FY28 - Fund 25% of the annual unpaid claims as of the end of the fiscal year or actuarial estimate provided by the City’s Self - Insured Pool Administrator (CIPA), whichever is higher. • FY29 - Fund 50% of the annual unpaid claims as of the end of the fiscal year or actuarial estimate provided by the City’s Self - Insured Pool Administrator (CIPA), whichever is higher. • FY30 - Fund 75% of the annual unpaid claims as of the end of the fiscal year or actuarial estimate provided by the City’s Self - Insured Pool Administrator (CIPA), whichever is higher. iv. Workers’ Compensation Fund - Implement a phased in approach over the next 5 years to eliminate the negative fund balance. Once resolved, maintain a reserve amount equal to the Present Value of Projected Losses provided by the City’s Self-Insured Pool Administrator (CIPA).

Draft
641
Page | 6

1) FY 26-30 - Each year reduce the negative fund balance by at least 20% or more if the General Fund ends the years with excess surplus.
v. Employee Accrued Liabilities Fund - Maintain a reserve equivalent to the compensated absences due within one-year as reported in the prior year Annual Comprehensive Financial Report (ACFR).

c. Capital Projects Fund
i. Maintain a reserve equivalent to 1-year of pavement management or 5% of the total budget for Infrastructure, whichever is higher.

d. Enterprise Funds
i. Water Fund - maintain reserves equivalent to 25% of annual General Fund expenditure, excluding transfers out, for the respective fiscal year. ii. Sanitation Fund - maintain reserves equivalent to 25% of annual General Fund expenditure, excluding transfers out, for the respective fiscal year.

Budget Control City-Wide
a. Staff shall provide the City Council with a status report on the budget, as it compares to the adopted budget, including any recommendation and estimated fund balances, at least once during the fiscal year .
b. Budget revisions are approved as follows:
i. The City Manager and/or designee may approve transfers in the same fund to meet operational needs.
ii. Interfund transfers, transfers between two different funds, and transfers between two different projects must be approved by the City Council. c. Expenditures must be within the appropriation limit or approved budget by the City Council.
d. All non -personnel expenditures must follow the City’s Purchasing Municipal Code.
e. No full-time equivalent positions may be added without authorization and budget appropriation by the City Council.
f. All purchase order carryovers and/or continuing appropriations must be approved by the City Council.

Accounting Methodology City-wide
a. The City uses fund accounting to demonstrate compliance with finance-related legal requirements.
b. The City has an independent financial audit conducted each fiscal year.

Draft
642
Page | 7

c. Government-wide funds, including General, Special Revenues and Capital Project Funds, are recorded on a modified accrual basis.
i. Revenues are recognized when they are measurable and available. ii. Expenditures are recognized as soon as the liabilities are incurred, except for debt service and capital lease obligations, inventories, and prepaid items.
d. Proprietary funds, which include enterprise and internal service funds, are budgeted on an accrual basis similar to private-sector businesses.

Pension Funding Policy
a. A pension funding policy is a separate policy from the FMP and will be submitted annually to the City Council for review and adoption.
b. This policy was last reviewed and adopted by the City Council per Resolution No. 11528, on February 13, 2024.

Investment Policy
a. An investment policy is a separate policy from the FMP and will be submitted annually to the City Council for review and adoption.
b. This policy was last reviewed and adopted by the City Council per Resolution No. 11563, on June 25, 2024.

Debt Issuance and Management Policy
a. The Debt Issuance and Management Policy is a separate policy from the FMP . This policy was adopted by the City Council and updated per Resolution No. 11245, on June 9, 2020.

Draft
643
Agenda Item
City Council
Item #: 8.3. 3/11/2025 File #: 25-0127
TO: Honorable Mayor and Members of the City Council
FROM: Tom Kisela, City Manager

1. SUBJECT
Quarterly Update for the Fiscal Year 2024-2025 Economic Development Implementation Plan.

2. SUMMARY
Update of the Economic Development Implementation Plan detailing progress on programs and efforts for Fiscal Year 2024-25.

3. RECOMMENDED ACTION
Receive and file.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability

6. DISCUSSION AND BACKGROUND
Under the direction of the City Council, the City Manager’s Office leads economic development efforts in partnership with the Community Development Department and other City departments. City efforts are augmented through partnerships with the Orange Chamber of Commerce and other economic development stakeholders.

The City of Orange Economic Development Strategy guides City efforts to:
· Foster a positive environment that expands economic opportunities · Ensure a broad revenue base to fund City services
· Create and retain quality jobs in the City
· Provide a wide range of retail, restaurant, and service amenities for residents and visitors · Ensure that housing development supports the needs of residents and businesses The Economic Development Implementation Plan for Fiscal Year 2024-25 details activities that are proposed to be completed during the fiscal year. The plan was created with input from the Economic Development Roundtable, which brings together business owners, property owners, community stakeholders, and the Orange Chamber of Commerce. The Economic Development Roundtable, which meets periodically, was created to develop and review the City’s economic development City of Orange Printed on 3/6/2025Page 1 of 2
powered by Legistar™
644
Item #: 8.3. 3/11/2025 File #: 25-0127
strategy and supports and provides guidance in its implementation.

7. ATTACHMENT
· Fiscal Year 2024-25 Implementation Plan
City of Orange Printed on 3/6/2025Page 2 of 2
powered by Legistar™
645
Agenda Item
City Council
Item #: 8.3. 3/11/2025 File #: 25-0127
TO: Honorable Mayor and Members of the City Council
FROM: Tom Kisela, City Manager

1. SUBJECT
Quarterly Update for the Fiscal Year 2024-25 Economic Development Implementation Plan.

2. SUMMARY
Update of the Economic Development Implementation Plan detailing progress on programs and efforts for Fiscal Year 2024-25.

3. RECOMMENDED ACTION
Receive and file.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability

6. DISCUSSION AND BACKGROUND
Under the direction of the City Council, the City Manager’s Office leads economic development efforts in partnership with the Community Development Department and other City departments. City efforts are augmented through partnerships with the Orange Chamber of Commerce and other economic development stakeholders.

The City of Orange Economic Development Strategy guides City efforts to:
· Foster a positive environment that expands economic opportunities · Ensure a broad revenue base to fund City services
· Create and retain quality jobs in the City
· Provide a wide range of retail, restaurant, and service amenities for residents and visitors · Ensure that housing development supports the needs of residents and businesses The Economic Development Implementation Plan for Fiscal Year 2024-25 details activities that are proposed to be completed during the fiscal year. The plan was created with input from the Economic Development Roundtable, which brings together business owners, property owners, community stakeholders, and the Orange Chamber of Commerce. The Economic Development Roundtable, which meets periodically, was created to develop and review the City’s economic development City of Orange Printed on 3/6/2025Page 1 of 2
powered by Legistar™
646
Item #: 8.3. 3/11/2025 File #: 25-0127
strategy and supports and provides guidance in its implementation.

7. ATTACHMENT
· Fiscal Year 2024-25 Implementation Plan
City of Orange Printed on 3/6/2025Page 2 of 2
powered by Legistar™
647
Economic Development Implementation Plan - FY 2024-25
Updated March 3, 2025
Lead Partners Description Past Progress Status FY 25 Goal Infrastructure FinancingCMO PW
Enhanced Infrastructure Financing District to fund
infrastructure improvements that support economic
development
Council approved feasibility study on 11/28/23. Study presented at Council on 3/12/24.

Working on possible participation from other agencies
in the proposed district. Finalize proposed district for Council consideration.

West Katella District CMO CDD, PW,
Chamber, EDR
Create a vision, place branding, and place making
for a resort district on West Katella that is
complimentary to OC Vibe and OC Riverwalk.

Council approved agreement with CityThinkers on 1/23/24, Kosmont on 3/12/24, and CivicBrand on 4/23/24. Held interviews with key property owners in April. Held stakeholder workshop on 6/20/24. Held branding focus groups in Aug/Sept.

Finalizing draft framework plan and brand vision
documents. Next step to finalize branding and the vision plan story map and report.

Finalize Vision Plan and place branding and place
making plans for the district. Identify development
feasibility and City policies to encourage desired
development.

Economic Development
Forum CMO Chamber
Convene a stakeholder group to review the
Economic Development Strategy and perform a
SWOT analysis on the economic development
program.

Forum held on 1/17/24.

Incorporated input into Economic Development Strategy
and presented report to City Council. Developing plan
for the next phase in the evolution of this event.

Forum held on February 3, 2025 at The Richland.

Economic Development
Roundtable CMO Chamber
Assemble a group to meet quarterly, review the
Economic Development Strategy, and guide its
implementation.

Group met on 3/4/24, 6/24/24, and 10/14/24 to review Economic Development Strategy and Implementation Plan. Meetings scheduled for 3/10, 6/23, and 10/13 2025.Hold quarterly meetings to review and provide input and support for FY 25 Implementation Plan.

Shop Local Program CMO Chamber, EDRDevelop a program to encourage residents to support local businesses.

Experience Orange logo finalized, and agreement with Bludot approved by Council on 3/12/24 for an app-based incentive program to support small, non-chain businesses. Program was soft launched on 6/14/24 and fully launched on 6/25/24.

Over 1,200 people have signed up for the program and
business feedback has been overwhelmingly positive.

Created a shop local marketing plan to roll out in the
next few months.

Evaluate the effectiveness of Open Rewards and
provide Council with recommendations on the program
going forward.

Tourism Promotion CMO Chamber, EDR
Create a plan to market Orange as a visitor
destination, work with Chamber to revive Visitors
Bureau, and explore the formation of a Tourism
Improvement District (TIP).

Created Orange Toursim Council (OTC) to promote tourism in Orange.

Exploring the formation of a Tourism Improvement District (TID).

Orange Tourism Council (OTC) is exploring the
formation of a Tourism Promotion District (TID) and
better regional integration in promoting tourism.

Work with Orange Tourism Council to create a visitor
destination marketing plan and present a proposed
Tourism Improvement District for Council consideration.

Hotel Development CMO Create incentives to develop high-end hotels in Orange.

Kosmont completed a market analysis, surveyed incentive programs in other cities and created a hotel incentive toolkit.

Completed Council briefings on the hotel incentive
toolkit. Continue to market Orange as a location for
hotel development
Market Orange as a location for hotel development.

Promote filming in OrangeCMO Film LA Update film ordinance and create program to promote filming in Orange.

Met with Film LA and got feedback on updating our ordinance to match industry standards and how to best promote filming.

Preparing a draft film ordinance for presentation to City Council.

Prepare an updated Film Ordinance based on feedback
from Film LA for Council consideration. Create a
program to promote filming in Orange.

Microtransit Service for
Old Towne Chamber CMO, PW Launch a microtransit service through ATN for Old Towne and surrounding areas.

Funding for vehicles is in place and Council approved $100,000 in operational funding on 3/12/24.

This program cannot move forward until we have filled a $300,000 operations funding gap. City/Chamber are
exploring funding options.

Launch microtransit service and evaluate its
effectiveness while identifying possible sources of
funding for a permanent service.

Oversaturation of Uses CDD CMO
Prepare a menu of policy options for City Council
to consider to address the proliferation of certain
uses.

City Council briefings were conducted in October and November 2024 to get direction to move forward with preparing policy options.

Code Enforcement is working with the City Attorney's
Office on ordinances for massage and tobacco/vape
businesses.

Present recommended ordinance updates to City
Council for consideration.

Old Towne Parking
Management PW CMO, DMA
Develop and implement parking management
programs to support economic development in Old
Towne.

Held merchant meetings on 1/11/24, 3/13/24, and 10/23. Council approved the program on 2/25/25.

Public Works is in the process of selecting vendors to
implement the program. Continue to outreach to Old
Towne businesses to ensure successful
implementation.

Development Review
Streamlining CDD CMO, EDR
Provide the City Council with policy options to
streamline the development review process and
create an expedited process for high priority
projects.

Developed memo to detail streamlining program. CDD is working on ordinance updates to streamline the development review process.

Identify ways to streamline the development review
process and create an expedited process for high
priority projects and present policy options for Council consideration.

CMO = City Manager's OfficePW = Public WorksCDD = Community Development Department 648
Agenda Item
City Council
Item #: 9.1. 3/11/2025 File #: 25-0093
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, City Manager
FROM: Dan Adams, Interim Chief of Police

1. SUBJECT
Introduction and First Reading of an Ordinance of the City of Orange repealing and replacing Chapter

10.10 of the Orange Municipal Code pertaining to bicycles. Ordinance No. 05-25.

2. SUMMARY
Proposed Ordinance No. 05-25 amends and restates Orange Municipal Code chapters referencing bicycles and establishing regulations of electric bicycles and other motorized conveyances.

3. RECOMMENDED ACTION
Introduce and conduct First Reading of Ordinance No. 05-25. An Ordinance of the City Council of the City of Orange repealing and replacing Chapter 10.10 of the Orange Municipal Code pertaining to bicycles.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services
Objective1.5: Develop plans, policies, and procedures consistent with national standards

6. DISCUSSION AND BACKGROUND
The Orange County Grand Jury (OCGJ) is a civil grand jury made up of Orange County residents empaneled by the Superior Court of California. The OCGJ routinely conducts investigations related to the operations of the County of Orange. On June 20, 2024, the OCGJ issued a report titled, “E-Bikes:

Friend or Foe”. The OCGJ report includes three findings and recommendations for the City of Orange. The Findings (F1-F3) and Recommendations (R1-R3) are as follows:

F1. The majority of Orange County’s 34 cities do not have ordinances or policies in place, which makes it difficult to address the safe operation and regulation of E- bikes leading to confusion.

R1. Each Orange County city should have specific policies that define the rules of the road for use of E-bikes in their communities by December 1, 2024.

F2. Due to the increasing incidence of E-bike injuries and deaths, there is a need for consistent and accurate tracking by law enforcement and first responders, which does not exist now.

R2. Each Orange County city should have a mechanism in place to report accidents, injuries and deaths involving E-bikes by December 1, 2024.

F3. Training and education on E-bike use and safety varies from city to city causing confusion amongst bike riders.

R3. Each Orange County city should research and develop outreach and education programs regarding the safe operation of E-bikes for their residents by December 1, 2024.

City of Orange Printed on 3/5/2025Page 1 of 2
powered by Legistar™
649
Item #: 9.1. 3/11/2025 File #: 25-0093
F1. The majority of Orange County’s 34 cities do not have ordinances or policies in place, which makes it difficult to address the safe operation and regulation of E- bikes leading to confusion.

R1. Each Orange County city should have specific policies that define the rules of the road for use of E-bikes in their communities by December 1, 2024.

F2. Due to the increasing incidence of E-bike injuries and deaths, there is a need for consistent and accurate tracking by law enforcement and first responders, which does not exist now.

R2. Each Orange County city should have a mechanism in place to report accidents, injuries and deaths involving E-bikes by December 1, 2024.

F3. Training and education on E-bike use and safety varies from city to city causing confusion amongst bike riders.

R3. Each Orange County city should research and develop outreach and education programs regarding the safe operation of E-bikes for their residents by December 1, 2024.

In response to findings two and three, the Orange Police Department currently reports accidents, injuries, and deaths through the state-controlled system maintained by the California Highway Patrol, utilizing CHP Form 555. Additionally, the Orange Police Department partnered with the Orange Unified School District to implement E-bike training prior to the start of the 2024 school year. Moving forward, semi-annual E-bike training will be conducted through the Citizens’ Academy Program.

To address policy issues identified in finding one, updates to the City of Orange Municipal Code (OMC) are necessary.

The city has seen an increase in various classes and types of electric bicycles “E-bikes”and other motorized conveyances. Often the models of E-bikes and different motorized conveyances do not fit into certain categories defined by existing law and municipal codes. E-bikes have developed beyond the existing definitions, such that current laws can no longer be enforced and there are conflicting opinions on types and classes. This makes enforcement particularly difficult due to the fact laws regulating the operation of different motorized conveyances vary.

A review of the City’scurrent OMC identified outdated provisions related to bicycle enforcement, licensing, and classification. To ensure compliance with the OCGJ’srecommendations and improve regulatory clarity, the Orange Police Department worked with the City Attorney’soffice to propose revisions to the OMC. The proposed Ordinance establishes clear definitions, classifications, and guidelines for bicycles, E-bikes, and motorized conveyances.

Key updates in the proposed Ordinance include clarified regulations, safety standards, designated routes, parking regulations, and enforcement procedures. The revisions would eliminate outdated language, and more importantly would consolidate the unsafe actions of riders into one clear section that encompasses all classes and types of bicycles, E-bikes, and motorized conveyances.

7. ATTACHMENTS
· Ordinance No. 05-25
· OMC Chapter 10.10 to be repealed
City of Orange Printed on 3/5/2025Page 2 of 2
powered by Legistar™
650
Agenda Item
City Council
Item #: 9.1. 3/11/2025 File #: 25-0093
TO: Honorable Mayor and Members of the City Council
THRU: Tom Kisela, City Manager
FROM: Dan Adams, Interim Chief of Police

1. SUBJECT
Introduction and First Reading of an Ordinance of the City of Orange repealing and replacing Chapter

10.10 of the Orange Municipal Code pertaining to bicycles. Ordinance No. 05-25.

2. SUMMARY
Proposed Ordinance No. 05-25 amends and restates Orange Municipal Code chapters referencing bicycles and establishing regulations of electric bicycles and other motorized conveyances.

3. RECOMMENDED ACTION
Introduce and conduct First Reading of Ordinance No. 05-25. An Ordinance of the City Council of the City of Orange repealing and replacing Chapter 10.10 of the Orange Municipal Code pertaining to bicycles.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services
Objective1.5: Develop plans, policies, and procedures consistent with national standards

6. DISCUSSION AND BACKGROUND
The Orange County Grand Jury (OCGJ) is a civil grand jury made up of Orange County residents empaneled by the Superior Court of California. The OCGJ routinely conducts investigations related to the operations of the County of Orange. On June 20, 2024, the OCGJ issued a report titled, “E-Bikes:

Friend or Foe”. The OCGJ report includes three findings and recommendations for the City of Orange. The Findings (F1-F3) and Recommendations (R1-R3) are as follows:

F1. The majority of Orange County’s 34 cities do not have ordinances or policies in place, which makes it difficult to address the safe operation and regulation of E- bikes leading to confusion.

R1. Each Orange County city should have specific policies that define the rules of the road for use of E-bikes in their communities by December 1, 2024.

F2. Due to the increasing incidence of E-bike injuries and deaths, there is a need for consistent and accurate tracking by law enforcement and first responders, which does not exist now.

R2. Each Orange County city should have a mechanism in place to report accidents, injuries and deaths involving E-bikes by December 1, 2024.

F3. Training and education on E-bike use and safety varies from city to city causing confusion amongst bike riders.

R3. Each Orange County city should research and develop outreach and education programs regarding the safe operation of E-bikes for their residents by December 1, 2024.

City of Orange Printed on 3/5/2025Page 1 of 2
powered by Legistar™
651
Item #: 9.1. 3/11/2025 File #: 25-0093
F1. The majority of Orange County’s 34 cities do not have ordinances or policies in place, which makes it difficult to address the safe operation and regulation of E- bikes leading to confusion.

R1. Each Orange County city should have specific policies that define the rules of the road for use of E-bikes in their communities by December 1, 2024.

F2. Due to the increasing incidence of E-bike injuries and deaths, there is a need for consistent and accurate tracking by law enforcement and first responders, which does not exist now.

R2. Each Orange County city should have a mechanism in place to report accidents, injuries and deaths involving E-bikes by December 1, 2024.

F3. Training and education on E-bike use and safety varies from city to city causing confusion amongst bike riders.

R3. Each Orange County city should research and develop outreach and education programs regarding the safe operation of E-bikes for their residents by December 1, 2024.

In response to findings two and three, the Orange Police Department currently reports accidents, injuries, and deaths through the state-controlled system maintained by the California Highway Patrol, utilizing CHP Form 555. Additionally, the Orange Police Department partnered with the Orange Unified School District to implement E-bike training prior to the start of the 2024 school year. Moving forward, semi-annual E-bike training will be conducted through the Citizens’ Academy Program.

To address policy issues identified in finding one, updates to the City of Orange Municipal Code (OMC) are necessary.

The city has seen an increase in various classes and types of electric bicycles “E-bikes”and other motorized conveyances. Often the models of E-bikes and different motorized conveyances do not fit into certain categories defined by existing law and municipal codes. E-bikes have developed beyond the existing definitions, such that current laws can no longer be enforced and there are conflicting opinions on types and classes. This makes enforcement particularly difficult due to the fact laws regulating the operation of different motorized conveyances vary.

A review of the City’scurrent OMC identified outdated provisions related to bicycle enforcement, licensing, and classification. To ensure compliance with the OCGJ’srecommendations and improve regulatory clarity, the Orange Police Department worked with the City Attorney’soffice to propose revisions to the OMC. The proposed Ordinance establishes clear definitions, classifications, and guidelines for bicycles, E-bikes, and motorized conveyances.

Key updates in the proposed Ordinance include clarified regulations, safety standards, designated routes, parking regulations, and enforcement procedures. The revisions would eliminate outdated language, and more importantly would consolidate the unsafe actions of riders into one clear section that encompasses all classes and types of bicycles, E-bikes, and motorized conveyances.

7. ATTACHMENTS
· Ordinance No. 05-25
· OMC Chapter 10.10 to be repealed
City of Orange Printed on 3/5/2025Page 2 of 2
powered by Legistar™
652

ORDINANCE NO. 05-25

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF ORANGE REPEALING AND REPLACING
CHAPTER 10.10 OF THE ORANGE MUNICIPAL
CODE PERTAINING TO BICYCLES.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORANGE DOES HEREBY ORDAIN AS FOLLOWS:

SECTION I:

Chapter 10.10 is hereby repealed and replaced in its entirety as follows:

Chapter 10.10

BICYCLES ORDINANCE

Sections:

10.10.010 – Definitions.

10.10.020 – Repairs and Sales of Bicycles and Bicycle Parts on Public Property.

10.10.030 – Bicycle Lanes and Trails Established.

10.10.040 – Bicycle and Electric Bicycle Registration Optional.

10.10.050 – Registration Fees.

10.10.060 – Riding in an Unsafe Manner.

10.10.070 – Riding on Sidewalks.

10.10.080 – Improper parking on bicycle lanes.

10.10.090 – Enforcement.

10.10.010 – Definitions.

For purposes of this chapter, the following definitions shall apply:

“Bicycle” means a device propelled exclusively by human power through pedals, having one or more wheels, and designed to transport a person or persons.

“Electric Bicycle” (E-Bike) means a bicycle equipped with fully operable pedals and an electric motor of less than 750 watts (1 horsepower), classified as follows:

• Class 1 E-Bike: Pedal-assist with assistance ceasing at 20 mph. • Class 2 E-Bike: Throttle-powered with assistance ceasing at 20 mph. • Class 3 E-Bike: Pedal -assist with assistance ceasing at 28 mph, with a speedometer required.
653
2 “Bicycle Lane” means a portion of a roadway designated for bicycles and e -bikes, marked by signage and striping.

“Bicycle Trail” means a separate pathway for bicycles and other non-motorized traffic.

“Sidewalk” means a portion of a street intended for pedestrian use.

“Business District ” means an area primarily used for commercial purposes as defined in the California Vehicle Code.

10.10.020 – Repairs and Sales of Bicycles and Bicycle Parts on Public Property.

No person shall assemble, disassemble, sell, offer to sell, distribute, offer to distribute, store, or possess the following items on any street, sidewalk, alley, or public property:

A. A bicycle frame with the gear cables or brake cables cut;

B. Three (3) or more bicycles and/or bicycle frames, with or without missing parts (the term “parts” shall mean handles, handlebars, wheels, forks, pedals, cranks, seats, or chains); or

C. Five (5) or more bicycle parts that are not attached to a bicycle.

This prohibition shall not apply when:

A. An individual is operating under a valid City of Orange license or permit authorizing such activities; or

B. The owner of a bicycle or bicycle part is present during the repair of their single bicycle or bicycle part. Supporting evidence for a claim of lawful ownership may include, but is not limited to, video or photographic evidence, a bill of sale, the correct serial number, bicycle registration, or bicycle license.

10.10.030 – Bicycle Lanes and Trails Established.

The Public Works Department shall erect and maintain appropriate signs and markings to establish and maintain bicycle lanes, trails, and shared -use paths within the City in accordance with California Vehicle Code Sections 21207 and 21207.5.

10.10.040 – Bicycle and Electric Bicycle Registration Optional.

No person shall be required to register or license a bicycle or electric bicycle to operate it on public streets, sidewalks, alleys, bicycle lanes, trails, or other public property. The City may offer a voluntary registration program to assist in recovery in case of theft.

654
3 10.10.050 – Registration Fees.

Any fees for optional registration shall be set by City Council resolution.

10.10.060 – Riding in an Unsafe Manner

No person shall ride a conventional bicycle, electric bicycle, moped, motor -driven cycle, electric motorcycle, pocket bike, or any other electric conveyance not previously named in an unsafe manner on a public roadway, highway, sidewalk, park, off -street p arking facility, or private property open to the public.

Prohibited behaviors include, but are not limited to, the following actions:

1. Riding on a sidewalk without due caution for pedestrians.

2. Riding on a sidewalk, bicycle path, or bicycle lane against the flow of traffic.

3. Not yielding to vehicles or pedestrians when required by the California Vehicle Code.

4. Intentionally swerving or riding around stopped or slowed traffic.

5. Carrying passengers on bicycles or e-bikes not designed for multiple riders.

6. Disobeying posted traffic signs or signals.

7. Riding without a properly fitted and fastened helmet when under the age of 18.

8. Intentionally lifting one or more wheels into the air while riding.

9. Riding on a bicycle path, bicycle lane, or sidewalk at a speed greater than 25 mph or any speed greater than is reasonable or prudent under existing conditions.

10. Failing to utilize a bicycle path or trail in City parks.

10.10.070 – Riding on Sidewalks.

A. Riding bicycles or e -bikes on sidewalks is prohibited in business districts unless explicitly allowed by signage.

B. Where sidewalk riding is permitted, operators must:

1. Yield to pedestrians and exercise due care.

2. Provide an audible signal before overtaking and passing pedestrians.

655
4 3. Operate at a maximum speed of 10 mph and reduce speed to 5 mph when pedestrians are present.

10.10.80 – Improper parking on bicycle lanes.

No operator of a motor vehicle shall park on, along, over, onto or upon, an established and officially designated bicycle lane between the hours of 7:00 am to 9:00 am and 2:00 pm to 4:00 pm, except Holidays, Saturday and Sunday, as permitted by State law, where necessary to park where permitted, to enter or leave the roadway, or to prepare for a turn that is less than 200 feet from an intersection.

10.10.90 – Enforcement.

Nothing in this Chapter shall limit the City from pursuing administrative, civil, or criminal citations or to abate public nuisances or violations of this Chapter in accordance with 1.08 and 1.10 of the Orange Municipal Code.

SECTION II:

If any section, subdivision, paragraph, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional, 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 section, subdivision, paragraph, sentence, clause and phrase thereof, irrespective of the fact that any one (or more) section, subdivision, paragraph, sentence, clause or phrase had been declared invalid or unconstitutional.

SECTION III:

The City Clerk is hereby directed to certify the adoption of this Ordinance and cause the same to be published as required by law. This Ordinance shall take effect thirty (30) days from and after the date of its final passage.

ADOPTED this ____ day of ___________________, 2025.

Daniel R. Slater, Mayor, City of Orange

ATTEST:

Pamela Coleman, City Clerk, City of Orange

656
5 APPROVED AS TO FORM:

Wayne W. Winthers, Interim City Attorney

STATE OF CALIFORNIA )

COUNTY OF ORANGE )

CITY OF ORANGE )

I, PAMELA COLEMAN, City Clerk of the City of Orange, California, do hereby certify that the foregoing Ordinance was introduced at the regular meeting of the City Council held on the ___ day of _____________, 2025, and thereafter at the regular meeting of said City Council duly held on the ___ day of ____________, 20 25 was duly passed and adopted by the following vote, to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Pamela Coleman, City Clerk, City of Orange
657
CHAPTER 10.10

BICYCLES
§ 10.10.010. Bicycle Lanes and Trails Established.

Upon resolution of the City Council, the City Traffic Engineer shall erect and maintain such appropriate signs and markings as may be necessary to establish and maintain bicycle lanes and trails within the City.
(Ord. 19-82)
§ 10.10.020. Repairs and Sales of Bicycles and Bicycle Parts on Public Property. (Prior code 3400.2, 10.68.020; Ord. 432; Ord. 43-58; Ord. 2-75; Ord. 19-82; Ord. 32-24, 12/10/ 2024)
§ 10.10.030. Application for Bicycle License.

Every person required to have a bicycle license under Section 10.10.020 shall make application to the City of Orange upon blanks furnished by the City. The application shall contain such information as may be required by the City of Orange as to the applicant and the description of the bicycle to be licensed. No license shall be issued unless the bicycle to be licensed complies with the requirements of this chapter as to its safe mechanical condition. (Ord. 19-82)
§ 10.10.040. License Receipt/Bicycle Tab—Issuance.

When any person licenses a bicycle and pays the appropriate license fee under the provisions of this chapter, the licensing agency or agent shall provide him or her with a license receipt bearing the owner's name, address, telephone number, bicycle tab number, the bicycle manufacturer, type and frame number and any other descriptive material concerning the bicycle deemed necessary A. No person shall assemble, disassemble, sell, offer to sell, distribute, offer to distribute, store, or possess the following items on any street, sidewalk, alley, or public property:

1. A bicycle frame with the gear cables or brake cables cut;

2. Three or more bicycles and/or bicycle frames, with or without missing parts (the term "parts" shall mean handles, handlebars, wheels, forks, pedals, cranks, seats, or chains); or

3. Five or more bicycle parts that are not attached to a bicycle.

B. This prohibition shall not apply when:

1. An individual is operating under a valid City of Orange license or permit authorizing such activities; or

2. The owner of a bicycle or bicycle part is present during the repair of their single bicycle or bicycle part. Supporting evidence for a claim of lawful ownership may include, but is not limited to, video or photographic evidence, a bill of sale, the correct serial number, bicycle registration, or bicycle license.

City of Orange, CA
§ 10.10.010 § 10.10.040
Downloaded from https://ecode360.com/OR5214 on 2025-02-12 658
by the licensing agency, and provisions for the transfer of ownership of said bicycle. In addition, also at the time of licensing, the bicycle owner shall be issued a permanent bicycle tab bearing the unique number permanently assigned to that bicycle by the State. The bicycle license shall remain in effect for the period designated by the State under Section 39001 of the Vehicle Code. (Prior code 3400.3, 10.68.030; Ord. 43-58; Ord. 12-75; Ord. 19-82) § 10.10.050. Bicycle Dealers—Weekly Bicycle Sales Reports Required.

Any person engaged in the business of buying, selling or trading bicycles within this City is hereby required to make a weekly report to the licensing agency giving the name, address and telephone number of all persons either buying, selling or trading bicycles and the bicycle manufacturer, type, frame number, and bicycle tab number, if any. (Prior code 10.68.090, 3400.9; Ord. 5-72; Ord. 12-75; Ord. 19-82) § 10.10.060. Sale or Transfer of Bicycle.

Whenever any person sells, trades, disposes of, or transfers any bicycle licensed under the provisions of this chapter, he or she shall endorse upon the license receipt previously issued for such bicycle as a written transfer, setting forth the name, address, and telephone number of the transferee, the date of transfer, the signature of the transferor, and shall deliver such license receipt, so endorsed, to the licensing agency at the time of transfer. The transferee shall, within 10 days after such transfer, apply to licensing agency for a transfer of the license receipt. Upon issuance of this permanent bicycle tab, the owner assumes responsibility to clearly display the tab upon the frame of the licensed bicycle.
(Prior code 10.68.050; Ord. 12-75; Ord. 19-82)
§ 10.10.070. Change of Address—Bicycle License.

Whenever any bicycle licensee changes his or her place of residence, he or she shall notify the licensing agency of such change of address within 10 days. There shall be no charge for a change of address.
(Prior code 10.68.060; Ord. 12-75; Ord. 19-82)
§ 10.10.080. Tampering with License Receipt/Bicycle Tab—Prohibited. (Prior code 10.68.080; Ord. 5-72; Ord. 12-75; Ord. 19-82) § 10.10.090. Fees.

The fees required to be paid under the provisions of this chapter are:

A. It is unlawful for any person to tamper with, destroy, mutilate or alter any license receipt issued under the provisions of this chapter.

B. It is unlawful for any person to remove, destroy, mutilate or in any way alter or tamper with any bicycle tab issued under the provisions of this chapter.

A. For a bicycle license: three dollars for three years. Licenses shall be renewed every three years.

City of Orange, CA
§ 10.10.040 § 10.10.090
Downloaded from https://ecode360.com/OR5214 on 2025-02-12 659
(Prior code 10.68.040; Ord. 432; Ord. 27-76; Ord. 19-82) § 10.10.100. Lost or Stolen License Receipt/Bicycle Tab—Report/Replacement. (Prior code 10.68.070; Ord. 432; Ord. 43-58; Ord. 12-75; Ord. 19-82) § 10.10.110. Expiration of Bicycle License.

The bicycle license shall expire on January 1 of the third year following the year of registration. (Ord. 19-82)
§ 10.10.120. Application for Renewal of Bicycle License.

Application for renewal of a bicycle license expiring at any of the times mentioned in Section

10.10.090 shall be made by the owner, between January 1st and April 1st succeeding said expiration date, and shall be made by presentation of the bicycle and registration certificate last issued for the bicycle, and by the payment of the full fee for the bicycle as in this chapter. (Ord. 19-82)
§ 10.10.130. Safe Mechanical Condition Prerequisite to Issuance of License.

Every person applying for a license must demonstrate to the Chief of Police or designee that the bicycle for which the applicant desires to secure license plates meets the requirements of this chapter and the California Vehicle Code as to the safe mechanical condition. (Ord. 19-82)
§ 10.10.140. Sirens and Whistles.

No person shall equip a bicycle with a siren or whistle or operate or use a bicycle so equipped; provided, that nothing herein shall be deemed to prohibit the equipping, operation or use of a bicycle with an unusual kind of bicycle horn or bell as approved by the Chief of Police. This section does not apply to Police Officers carrying out their official duties. (Ord. 19-82; Ord. 13-93)
§ 10.10.150. Handle Bar Grips.

Every bicycle that is equipped with handle bar grips must have the grips securely glued or cemented to the handle bars.

B. For each replacement of bicycle license receipt or bicycle tab: one dollar.

A. If any license receipt issued under the provisions of this chapter is lost or stolen, the licensee of such bicycle shall immediately notify the licensing agency, and within 10 days after such notification shall apply to licensing agency for a duplicate license receipt; whereupon, licensing agency shall issue to licensee a duplicate license receipt, upon payment to said licensing agency of a fee of one dollar.

B. If any bicycle tab issued under the provisions of this chapter is lost or stolen, the licensee shall immediately notify the licensing agency of such loss, and shall within 10 days apply to licensing agency for a new bicycle tab, whereupon licensing agency shall issue to such licensee a new bicycle tab, upon payment to licensing agency of a fee of one dollar.

City of Orange, CA
§ 10.10.090 § 10.10.150
Downloaded from https://ecode360.com/OR5214 on 2025-02-12 660
(Ord. 19-82)
§ 10.10.160. Carriers.

Every bicycle equipped with a carrier must have the carrier securely attached to the bicycle. (Ord. 19-82)
§ 10.10.170. Compliance with Mechanical Standards.

It is unlawful for any person to ride or operate a bicycle in the City of Orange unless the bicycle is equipped as provided in this chapter and unless the bicycle is in a safe mechanical condition. (Ord. 19-82)
§ 10.10.180. Rules of the Road.

It is unlawful for any person to ride or operate a bicycle in the City of Orange in violation of the rules of the road as set forth in Sections 21200 et seq. of the California Vehicle Code. (Ord. 19-82)
§ 10.10.190. Riding Bicycles on Sidewalks.
(Ord. 19-82; Ord. 13-93)
§ 10.10.200. Riding Bicycles on Streets.

Except as provided by the California Vehicle Code, any person riding or operating a bicycle upon any street where a bicycle lane or trail appropriate to his direction of travel is established and officially designated shall ride or operate such bicycle only in such bicycle lane or trail or on the sidewalk where otherwise allowed by the Orange Municipal Code. (Ord. 19-82)
§ 10.10.210. Vehicles Prohibited from Bicycle Lanes and Trails.

No person shall operate a motor vehicle within an established and officially designated bicycle lane or trail except when necessary to park where parking is allowed, for purposes of ingress or egress to and from driveways, or for purposes of intersectional travel. (Ord. 19-82)
§ 10.10.220. Hitching Rides on Vehicles.

No person riding or operating any bicycle, coaster, roller skates, sled, toy vehicle, motorcycle or moped shall attach the same or their person to any vehicle on the roadway. (Ord. 19-82)
A. No person shall ride or operate a bicycle upon any sidewalk in a business district unless such sidewalk is officially designated as a bicycle route. This subsection shall not apply to Police Officers carrying out their official duties.

B. Any person riding or operating a bicycle upon any sidewalk shall exercise due care and shall yield the right-of-way to all pedestrians.

City of Orange, CA
§ 10.10.150 § 10.10.230
Downloaded from https://ecode360.com/OR5214 on 2025-02-12 661
§ 10.10.230. Passengers on Bicycles.

It is unlawful for the operator of a bicycle, when upon a public right-of-way, to carry another person upon said bicycle, provided, however, that this prohibition shall not apply to bicycles which are built for two persons to ride and propel the same. (Ord. 19-82)
§ 10.10.240. Racing.

No person riding or operating a bicycle upon a public highway or street shall participate in any race, speed or endurance contest unless such race or endurance contest has the written permission of the City Manager, and under the supervision of the Chief of Police, or designee. (Ord. 19-82)
§ 10.10.250. Trick Riding.

No person riding or operating a bicycle shall perform or attempt to perform any acrobatic, fancy or stunt riding upon any public highway or street.
(Ord. 19-82)
§ 10.10.260. Parking and Parking Spaces.
(Ord. 19-82)
§ 10.10.270. Roller Skates and Coasters.

No person shall skate with roller skates or propel any coaster-brake wagons or vehicles or skateboard or similar device upon and along any sidewalk in any business district. (Ord. 19-82)
§ 10.10.280. Use of Coasters, Roller Skates and Similar Devices—Restricted.

No persons upon roller skates or skateboard device or riding in or by means of any coaster, toy vehicles or similar device shall go upon any roadway.
§ 10.10.290. Enforcement.

The Chief of Police and representatives shall be granted the authority to enforce and carry out the provisions of this chapter under the provisions of the California Vehicle Code and other laws of the State of California.
(Prior code 10.68.100; Ord. 462; Ord. 12-75; Ord. 19-82) A. No person shall park a bicycle against any window or on the main traveled portion of the sidewalk, nor in such manner as to constitute a hazard to pedestrians, traffic or property.

B. Notwithstanding subsection A, when bicycle parking spaces have been established and designated by official signs and markings, no person shall park a bicycle in the vicinity thereof except in such bicycle parking spaces.

City of Orange, CA
§ 10.10.230 § 10.10.300
Downloaded from https://ecode360.com/OR5214 on 2025-02-12 662
§ 10.10.300. Bicycles in Violation of This Chapter.

The licensing agency shall have the right to impound and retain possession of any bicycle in violation of the provisions of this chapter and may retain possession of such bicycle until the provisions of this chapter are complied with.
(Prior code 10.68.110; Ord. 5-72; Ord. 12-75; Ord. 19-82) § 10.10.310. Fines for Violation of This Chapter.

Any person convicted of a violation of Section 10.10.080 (which is not enacted pursuant to Section 39000 et seq. of the California Vehicle Code ) shall be guilty of a misdemeanor. Any person convicted of any other violation of this chapter shall be guilty of an infraction. (Prior code 10.68.120; Ord. 12-75; Ord. 1-80; Ord. 19-82) City of Orange, CA
§ 10.10.300 § 10.10.310
Downloaded from https://ecode360.com/OR5214 on 2025-02-12 663

Page 1 of 46 ends

NASPO ValuePoint Master Agreement No.: 23019

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and Panasonic Connect North America, Division of Panasonic Corporation of North America, whose designated business address is Two Riverfront Plaza, 9th Floor, Newark, NJ 07102-5490 (“Contractor”). State and Contractor may be referred to jointly as “Parties.”
Recitals

1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and

4. That Contractor changed its name from Panasonic Corporation of North America (PNA), doing business as Panasonic System Solutions Company of North America (PSSNA) to Panasonic Connect North America, Division of Panasonic Corporation of North America during negotiations; and

5. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add state specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.

Accordingly, the Parties agree as follows:

Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.

Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.

If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 291664

Page 2 of 46 ends

reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the Lead State.

Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.

Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems:

Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):

Band 1, Personal Computer Devices – Windows Operating Systems Band 2, Personal Computer Devices - Non-Windows Operating Systems

Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000
Services Addressed in the Participating Addendum
Restrictions
The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.

Software
DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 292665

Page 3 of 46 ends

Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.

Any software purchased must be related to the procurement of equipment.

Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under Paragraph 5.a.4.

Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.

General Services
Services must be related to the procurement of equipment.

Service limits will be addressed by each State.

Wireless phone and internet service is not allowed.

Managed Print Services are not allowed.

Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

Any Cloud Service purchased must be related to the procurement of equipment.

Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.

Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.

Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

Lease/Rentals of equipment may be allowed and will be addressed by each State.

Cellular Phone Equipment is not allowed.

EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 293666

Page 4 of 46 ends

Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.

Elizabeth Randa, Acquisition Management Specialist
Department of Administration
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
E-mail: [email protected]
Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Solomon Surles III, Government Contracts Manager.

Solomon Surles III, Government Contracts Manager
Panasonic Connect North America, Division of Panasonic Corporation of North America Two Riverfront Plaza, 9th Floor
Newark, NJ 07102-5490
Email: [email protected]
Phone: 775.895.2401

If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.

Notices
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed to the Master Agreement Administrator.

Exhibits
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: NASPO ValuePoint Terms and Conditions
Exhibit B: Minnesota Terms and Conditions
Exhibit C: Requirement
Exhibit D: Price Schedule

Survival of Terms:

The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.

Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 294667

Page 5 of 46 ends

1. Contractor
The Contractor certifies that the appropriate
person(s) have executed the Contract on behalf of
the Contractor as required by applicable articles,
bylaws, resolutions, or ordinances.

2. State Agency
With delegated authority
Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name:

Signature:

Title: Date:

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C Richard Elliot
7/19/2023SVP Finance and Business Operations
7/19/2023
Elizabeth M. Randa
Acquisition Management Specialist
IT Acquisitions Supervisor 7/19/2023
Andy Doran
295668

Page 6 of 46 ends

Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions Conflict of Terms/Order of Precedence.

Any order placed under this Master Agreement shall consist of the following documents:

A Participating Entity’s Participating Addendum (“PA”); Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).

These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.

A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.

Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

Definitions.

Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g., mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 296669

Page 7 of 46 ends

_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.

Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.

Components are the parts that make up a computer configuration.

Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

Configuration means the combination of hardware and software components that make up the total functioning system.

Customer (see Purchasing Entity).

Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.

Embedded Software means one or more software applications which permanently reside on a computing device.

Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.

The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.

EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.

FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.

FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 297670

Page 8 of 46 ends

Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.

Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.

Lead State means the State centrally administering any resulting Master Agreement(s).

Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.

Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.

Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.

NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.

Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.

Order or Purchase Order means any purchase order, sales order, contract or other method used by a Purchasing Entity to order the Products.

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

Participating State means a state that has executed a Participating Addendum.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 298671

Page 9 of 46 ends

Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.

Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.

Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.

Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.

Product means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.

Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.

Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.

Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.

Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, pre- implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied.

Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.

EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.

Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 299672

Page 10 of 46 ends

in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.

Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.

Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.

Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.

Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.

Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.

Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.

Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.

Term of the Master Agreement.

The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

Amendments.

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.

Participants and Scope.

Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 300673

Page 11 of 46 ends

Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.

NASPO and NASPO ValuePoint are not parties to the Master Agreement.

Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 301674

Page 12 of 46 ends

associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

Individual Customers.

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

Independent Contractor.

The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

Contracting Personnel.

Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.

Changes in Contractor Representation.

The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld.

The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

Contractor Verification.

The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.

Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.

All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.

Laws and Regulations.

Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 302675

Page 13 of 46 ends

may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.

Price and Rate Guarantee Period.

All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.

Premium Savings Package Program.

The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.

Services.

Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.

Ordering.

Master Agreement and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.

Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.

Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

All Orders pursuant to this Master Agreement, at a minimum, shall include:

The service description or supplies being delivered;
The place and requested time of delivery;
A billing address;
DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 303676

Page 14 of 46 ends

The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.

All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.

Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

Trade-In.

Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.

Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.

Shipping and Delivery.

The prices are the delivered price to any Purchasing Entity via standard shipping as follows:

For large or custom builds, shipping is 30-45 days after receipt of order (ARO) For in-stock products, shipping is 3-5 days ARO. If deployment services are required, shipping is 3-5 days after such services are rendered.

If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 304677

Page 15 of 46 ends

portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.

Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.

Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.

All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.

Inspection and Acceptance.

Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.

Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.

If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.

The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.

Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 305678

Page 16 of 46 ends

Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.

Title of Product.

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows:

To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a duly executed contract.

Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor.

The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding software, that are purchased through this Master Agreement.

Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

Warranty.

The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

System Failure or Damage.

In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 306679

Page 17 of 46 ends

Payment.

Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.

Leasing or Alternative Financing Methods.

Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.

Contract Provisions for Orders Utilizing Federal Funds.

Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 307680

Page 18 of 46 ends

required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable statutory State Workers Compensation or Employers Liability Insurance requirements.

Contractor shall pay premiums on all insurance policies. Should any of the described policies be cancelled before the expiration date thereof or not renewed, Contractor will provide to a Participating Entity notice within five (5) business days.

Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s Commercial General liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor provide evidence of coverage that meets the requirements of this Section. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one- quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 308681

Page 19 of 46 ends

NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.

Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for each Product in Offeror’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating.

Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.

Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 309682

Page 20 of 46 ends

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Section Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 310683

Page 21 of 46 ends

placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including reasonable attorney’s fees, to the extent arising from Contractor’s intentional, willful, or grossly negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any third-party action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others.

The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, reasonable attorney fees.

If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law.

Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 311684

Page 22 of 46 ends

products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to the greater of (i) the aggregate annual value amount of all fees paid to the Contractor by the Purchasing Entity under this Master Agreement; and (ii) $5,000,000. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is provided by the Contractor or the Contractor’s subsidiaries or affiliates;
specified by the Contractor to work with the Product; or reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, transfer with any sale of tangible media or Product, perform, and display the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property.

Assignment of Antitrust Rights.

Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 312685

Page 23 of 46 ends

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).

Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.

Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 313686

Page 24 of 46 ends

one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.

Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages.

Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, restrictions on the movement of people or goods imposed by public health order or by a declared state of emergency, or war, which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement upon thirty (30) days’ notice to Contractor for an opportunity to remediate or minimize the impact of such event on Contractor’s performance, after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 314687

Page 25 of 46 ends

Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.

If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

Waiver of Breach.

Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 315688

Page 26 of 46 ends

requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

Notices.

If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]

No Waiver of Sovereign Immunity.

In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 316689

Page 27 of 46 ends

Exhibit B: Minnesota Terms and Conditions
Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 317690

Page 28 of 46 ends

d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 318691

Page 29 of 46 ends

Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 319692

Page 30 of 46 ends

the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly re- apply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/ .

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 320693

Page 31 of 46 ends

develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.

To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

Copyrighted Material Waiver.

The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all third-party claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

Publicity.

The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

Performance While Dispute is Pending.

Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 321694

Page 32 of 46 ends

Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.

The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.

The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 322695

Page 33 of 46 ends

The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Government Data Practices.

The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 323696

Page 34 of 46 ends

Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 324697

Page 35 of 46 ends

Exhibit C: Requirements
Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.

The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 325698

Page 36 of 46 ends

Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 326699

Page 37 of 46 ends

not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 327700

Page 38 of 46 ends

Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 328701
Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Awarded Bands:

X Band 1: Personal Computing Devices (Windows)
X Band 2: Personal Computing Devices (Non-Windows)
Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0%
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0%
1 1B-3 TOUGHBOOK Tablet 12.0%
1 1B-4 TOUGHBOOK Handheld 9.0%
1 1B-5 Accessory 11.0%
1 1B-6 Peripheral: Professional Video 5.0%
1 1B-7 Peripheral: Professional Audio 10.0%
1 1B-8 Peripheral: Display 22.0%
1 1B-9 Peripheral: Display Accessory 10.0%
1 1B-10 Peripheral: Projector (Large Venue, Installation) 48.0% 1 1B-11 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 1 1T Band 1 - Third Party Product Minimum Discount 2.0% 1 1T-1 Absolute Software/Licenses 0.0%
1 1T-2 Agora Peripherals and Related Accessories 11.0%
1 1T-3 Airgain Peripherals and Related Accessories 11.0% 1 1T-4 Brother Peripherals and Related Accessories 11.0% 1 1T-5 CradlePoint Peripherals and Related Accessories 11.0% 1 1T-6 Crossmatch Software/Licenses 0.0%
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 1 1T-8 Havis Peripherals and Related Accessories 11.0%
1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0%
1 1T-11 Nuance Peripherals/Accessories 11.0%
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori 11.0% 2 2B Band 2 - Minimum Discount 0.0%
2 2B-1 TOUGHBOOK Tablet 12.0%
2 2B-2 TOUGHBOOK Handheld 9.0%
2 2B-3 Accessory 11.0%
2 2B-4 Peripheral: Professional Video 5.0%
2 2B-5 Peripheral: Professional Audio 10.0%
2 2B-6 Peripheral: Display 22.0%
DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 329702
Exhibit D: Price Schedule
Band Category Code Category Description Discount off
Baseline List
2 2B-7 Peripheral: Display Accessory 10.0%
2 2B-8 Peripheral: Projector (Large Venue, Installation) 48.0% 2 2B-9 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 2 2T Band 2 - Third Party Product Minimum Discount 2.0% 2 2T-1 Absolute Software/Licenses 0.0%
2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% 2 2T-4 Brother Peripherals and Related Accessories 11.0% 2 2T-5 CradlePoint Peripherals and Related Accessories 11.0% 2 2T-6 Crossmatch Software/Licenses 0.0%
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 2 2T-8 Havis Peripherals and Related Accessories 11.0%
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0%
2 2T-11 Nuance Peripherals/Accessories 11.0%
2 2T-12 Nuance Software/Licenses 0.0%
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori 11.0% S Installation 0.0%
S Extended Warranty 0.0%
S Training 0.0%
S Complimentary software 0.0%
DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 330703
Exhibit D: Price Schedule Discount Structure
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0%
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0%
1 1B-3 TOUGHBOOK Tablet 12.0%
1 1B-4 TOUGHBOOK Handheld 9.0%
1 1B-5 Accessory 11.0%
1 1B-6 Peripheral: Professional Video 5.0%
1 1B-7 Peripheral: Professional Audio 10.0%
1 1B-8 Peripheral: Display 22.0%
1 1B-9 Peripheral: Display Accessory 10.0%
1 1B-10 Peripheral: Projector (Large Venue, Installation) 48.0% 1 1B-11 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 1 1T Band 1 - Third Party Product Minimum Discount 2.0% 1 1T-1 Absolute Software/Licenses 0.0%
1 1T-2 Agora Peripherals and Related Accessories 11.0%
1 1T-3 Airgain Peripherals and Related Accessories 11.0% 1 1T-4 Brother Peripherals and Related Accessories 11.0% 1 1T-5 CradlePoint Peripherals and Related Accessories 11.0% 1 1T-6 Crossmatch Software/Licenses 0.0%
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 1 1T-8 Havis Peripherals and Related Accessories 11.0%
1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0%
1 1T-11 Nuance Peripherals/Accessories 11.0%
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessorie 11.0% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 0.0%
2 2B-1 TOUGHBOOK Tablet 12.0%
2 2B-2 TOUGHBOOK Handheld 9.0%
2 2B-3 Accessory 11.0%
2 2B-4 Peripheral: Professional Video 5.0%
2 2B-5 Peripheral: Professional Audio 10.0%
2 2B-6 Peripheral: Display 22.0%
2 2B-7 Peripheral: Display Accessory 10.0%
2 2B-8 Peripheral: Projector (Large Venue, Installation) 48.0% 2 2B-9 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 2 2T Band 2 - Third Party Product Minimum Discount 2.0% DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 331704
Exhibit D: Price Schedule Discount Structure
Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2T-1 Absolute Software/Licenses 0.0%
2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% 2 2T-4 Brother Peripherals and Related Accessories 11.0% 2 2T-5 CradlePoint Peripherals and Related Accessories 11.0% 2 2T-6 Crossmatch Software/Licenses 0.0%
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 2 2T-8 Havis Peripherals and Related Accessories 11.0%
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0%
2 2T-11 Nuance Peripherals/Accessories 11.0%
2 2T-12 Nuance Software/Licenses 0.0%
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessorie 11.0% DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 332705
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23019
Contractor Name:

All Awarded Bands

1. Per Transaction Multiple Unit Discount(s)

2. Cumulative Discount(s)

3. Other Discount(s)
Additional discount(s) available.

Panasonic Connect North America, Division of Panasonic Corporation of North America Panasonic offers promotional pricing in which deeper discounts—an additional percentage off contract pricing—are available on specified products based on inventory and sales. Such promotional pricing is offered for a defined period (e.g., quarterly, defined as approximately 3 months).

Panasonic also provides piggyback pricing to local entities within States that have signed a NASPO Participating Addendum.

Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.

Panasonic's volume discount applies to fully ruggedized TOUGHBOOK computers and tablets. It is calculated not on purchase price but on the quantity of the same model of TOUGHBOOK equipment purchased by each specific end-user customer per transaction.

An end-user customer purchasing 50 to 99 units of the same TOUGHBOOK model will receive a 2-percent discount off contract pricing.

An end-user customer purchasing 100 units or more will receive a 4-percent discount off contract pricing.

Cumulative discounts are not available at this time; however, in the instance that a State defines standardization of a Panasonic equipment model for use across the State, and multiple State entities or local entities within the State subsequently purchase the equipment model per State standardization, Panasonic may work with the State to provide additional discounts to the end-user purchasers.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 333706
Exhibit D: Price Schedule Services
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code Description of Service Percent Discount
S Installation 0.0%
S Extended Warranty 0.0%
S Training 0.0%
S Complimentary software 0.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.

DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 334707
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America All Awarded Bands
Optional: Lease Rates
0% Financing
Short-term rental available
DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 335708
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America in 30
in 15, Net 30
in 10, Net 30
XN e t  30
X Other (specify): Pansonic  sales are indirect, executed through its authorized reseller partners; therefore, prompt payment discounts do not apply to Panasonic. However, reseller partners may individually provide this discount to the end‐user customer.

All Awarded Bands
DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C 336709

← All documents from this meeting