AGENDA
JOINT REGULAR MEETING OF THE SAN JACINTO CITY COUNCIL AND THE
SAN JACINTO PUBLIC FINANCING AUTHORITY
TUESDAY, APRIL 15, 2025
5:30 PM CLOSED SESSION
6:30 PM OPEN SESSION
COMMUNITY CENTER
625 S. PICO AVENUE
SAN JACINTO, CA 92583
951-487-7330
City of San Jacinto Page 1 Updated 4/10/2025 4:38 PM
VALERIE VANDEVER, MAYOR
ALONSO LEDEZMA, MAYOR PRO TEM
PHIL AYALA, COUNCILMEMBER
CLARISA SANCHEZ, COUNCILMEMBER
CRYSTAL RUIZ, COUNCILMEMBER
The City Council meeting may be observed virtually by joining the link on the City’s website at https://vimeo.com/user115670369 or in person at the San Jacinto Community Center.
Public Comments will only be accepted in person during the meeting or in writing to the City Clerk no later than 3:00 PM on the day of the meeting. Participants viewing the Livestream will not have a comment option.
Written public comments may only be submitted via email to [email protected] or by hard copy to the Office of the City Clerk at 595 S. San Jacinto Ave., San Jacinto, CA 92583, no later than 3:00 p.m. on the day of the meeting. Comments via text and social media (Facebook, Twitter, etc.) will not be accepted. Please identify the agenda item number and “PUBLIC COMMENT” in the subject line of the email or hard copy document. All written correspondence received by the 3:00 p.m. deadline will be distributed to the legislative body prior to the meeting and retained with the official meeting record. All email comments shall be subject to the same rules as would otherwise govern in-person speaker comments at the Council meeting.
Reading of Public Comments: The City Clerk will read all email comments, provided that the reading shall not exceed three (3) minutes or such other time as the Council may provide, consistent with the time limit for speakers at a Council meeting. The email comments submitted shall become part of the record of the Council meeting.
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk at 951-487-7330 ext. 339. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II].
City of San Jacinto Page 2 Updated 4/10/2025 4:38 PM
1. ORGANIZATION
1.1. Public Comments on Closed Session Items
1.2. Closed Session
1.2.1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: 24701 North San Jacinto Street, APN 439-140-009 City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: The Neff Living Trust
Under Negotiation: Price and Terms of Payment
1.2.2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: 2340 South San Jacinto Street, APN 439-140-010 City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: Juan Carlos D. Redin and Toni S. Redin Under Negotiation: Price and Terms of Payment
1.2.3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: 24740 S. Santa Fe Avenue, APNs 439-140-001, 003, 004, 005, 011, 439-170-14, 015, and 023 City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: San Jacinto Valley Cemetery District Under Negotiation: Price and Terms of Payment
1.2.4. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: APN 439-170-022
City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: The Jones Family Revocable Trust 3/27/2002 Under Negotiation: Price and Terms of Payment
1.2.5. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: 1868 South San Jacinto Street, APN 439-120-047 City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: Christopher and Jennifer Lui Family Trust, dated 4/28/2008, Lin Jen Ming Under Negotiation: Price and Terms of Payment
City of San Jacinto Page 3 Updated 4/10/2025 4:38 PM
1.2.6. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: 2060 South San Jacinto Street, APN 439-130-002 City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: AK Limited Partnership
Under Negotiation: Price and Terms of Payment
1.2.7. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: 2150 South San Jacinto Street, APN 439-130-003 City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: Richard C. Niemeyer and Susan Niemeyer Revocable Trust, dated 2-14-1995 Under Negotiation: Price and Terms of Payment
1.2.8. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: APN 439-140-007
City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: Funeral Services, Inc., a Nevada corporation Under Negotiation: Price and Terms of Payment
1.2.9. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Government Code § 54956.8)
Property: 2270 South San Jacinto Street, APN 439-140-008 City Negotiators: Rob Johnson, City Manager; Stuart McKibbin, City Engineer; Craig Hayes, City Attorney
Negotiating Party: Suzi Terrazas
Under Negotiation: Price and Terms of Payment
1.3. Closed Session Report
1.4. Roll Call
1.5. Invocation
1.6. Pledge of Allegiance
1.7. Mayor/Council Member Reports
1.8. Late Items
2. PUBLIC COMMENTS
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3. CONSENT CALENDAR
3.A. Consent Calendar - City Council
3.A.1. Waiver of Full Reading of Ordinance(s), and Reading by Title Only
3.A.2. Minutes of the Joint Regular City Council and the San Jacinto Public Financing Authority Meeting of April 1, 2025.
RECOMMENDATION:
Staff recommends that the City Council approve the Joint Regular City Council and the San Jacinto Public Financing Authority Meeting of April 1, 2025.
Department: City Clerk
3.A.3. Warrants and Disbursements - March 2025
RECOMMENDATION:
Staff recommends that the City Council review and approve the Warrants and Disbursements for the period of March 2025 in the amount of $7,193,552.41.
Department: Finance
3.A.4. Professional Service Agreement for Parking Enforcement Services RECOMMENDATION:
Staff recommends that the City Council:
1. Approve the contract with LAZ Parking CA LLC, in the amount not to exceed $631,200, for a five (5) year Street Sweeping and Parking Enforcement contract, expiring June 30, 2030; and
2. Authorize the City Manager to execute a Professional Services Agreement and necessary documents, subject to minor modifications, review, and approval by the City Attorney.
Department: Community Development
3.A.5. Surplus Declaration – Authorization to Auction Vehicles RECOMMENDATION:
Staff recommends that the City Council declare as surplus certain vehicles shown below and direct the City Manager or designated representative to sell the vehicles at auction.
Department: Streets
City of San Jacinto Page 5 Updated 4/10/2025 4:38 PM
3.A.6. Change Order for Grand Well Improvements (SCADA Upgrades) CIP RECOMMENDATION:
Staff recommends that the City Council:
1. Appropriate additional funding in the amount of $124,117 from the Water Enterprise Fund's unrestricted net position for CIP 25-005, SCADA Replacement Program; and
2. Approve the supplemental purchase of the additional SCADA system components from RoviSys.
Department: Water
4. DISCUSSION ITEMS
4.A. Discussion Items - San Jacinto Public Financing Authority
4.A.1. Approval of Financing for Certain Water System Improvements RECOMMENDATION:
Staff recommends that the Board of Directors adopt the attached Resolution No. PFA 25-02, authorizing and directing execution of an Installment Sale Agreement, Assignment Agreement, and Escrow Agreement to finance the purchase of equipment and the construction of a new treatment plant and well, including site improvements, project management, and inspection costs related to the water system (the “Project”), and approving related documents and official actions.
Department: Finance
4.B. Discussion Items - City Council
4.B.1. Approval of Financing for Certain Water System Improvements RECOMMENDATION:
Staff recommends that the City Council adopt the attached Resolution No. 4069, authorizing and directing execution of an Installment Sale Agreement and Escrow Agreement to finance the purchase of equipment and the construction of a new treatment plant and well, including site improvements, project management, and inspection costs related to the water system (the “Project”), and approving related documents and official actions.
Department: Finance
4.B.2. Award of Contract to Pacific Hydrotech for Site Improvements, Equipping of the Grand Well and Construction of the Grand Treatment Plant RECOMMENDATION:
Staff recommends that the City Council:
1. DETERMINE the proposed project is not subject to environmental review under the California Environmental Quality Act (“CEQA”) City of San Jacinto Page 6 Updated 4/10/2025 4:38 PM
pursuant to State CEQA Guidelines (Cal. Code Regs., § 15000 et seq.) Sections 15061(b)(2) in that the proposed project is categorically exempt from environmental review pursuant to CEQA Guidelines Sections 15301, 15302, 15303, 15304, 15332; and Section 15061 (b)(3) - Common Sense Exemption in that it can be seen with certainty that there is no possibility that the project may have a significant effect on the environment;
2. ADOPT the plans, specifications, and detailed working drawings for the construction of the potable water treatment plant and the equipping of the Well at the Grand Well site;
3. ACCEPT the proposal by Pacific Hydrotech Corporation for site improvements, construction of the potable water treatment plant, and equipping of the Well at the Grand Well site;
4. AWARD a contract to Pacific Hydrotech Corporation in the amount of $8,091,700 with an additional 5% contingency for a total project cost of $8,496,285; and
5. REJECT all other bids.
Department: Water
5. CITY MANAGER UPDATE
6. FUTURE REQUESTS FROM CITY COUNCIL TO CITY MANAGER
7. ADJOURNMENT
DOCUMENTS RELATED TO OPEN SESSION AGENDAS (SB343) - Any public record, relating to an open session agenda item, that is distributed within 72 hours prior to the meeting is available for public inspection at the public counter located in the Administration Building of City Hall, 595 S. San Jacinto Avenue, San Jacinto, CA 92583.
I, Julia Espinoza, City Clerk of the City of San Jacinto, do hereby certify that I caused to be posted the foregoing agenda this 10 day of April 2025 as requested by law.
Julia Espinoza, City Clerk
April 15, 2025
TO: City Council
REQUESTED BY: Julia Espinoza, City Clerk
APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Joint Regular Meeting Minutes of April 1, 2025 RECOMMENDATION:
Staff recommends that the City Council approve the Joint Regular City Council and the San Jacinto Public Financing Authority Meeting of April 1, 2025.
ATTACHMENTS:
April 1, 2025 City Council Regular Meeting Minutes
3.A.2
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City Council Regular Meeting Action Minutes April 1, 2025
VALERIE VANDEVER, MAYOR
ALONSO LEDEZMA, MAYOR PRO TEM
CLARISA SANCHEZ, COUNCILMEMBER
PHIL AYALA, COUNCILMEMBER
CRYSTAL RUIZ, COUNCILMEMBER
ACTION MINUTES
CITY COUNCIL – JOINT REGULAR MEETING OF THE SAN JACINTO CITY COUNCIL
AND THE SAN JACINTO PUBLIC FINANCING AUTHORITY
TUESDAY, APRIL 1, 2025
6:30 PM OPEN SESSION
LIVE STREAM LINK: https://vimeo.com/user115670369
COMMUNITY CENTER
625 S. PICO AVENUE
SAN JACINTO, CA 92583
951-487-7330
1. ORGANIZATION
Mayor Valerie Vandever called the meeting to order at 6:30 p.m.
1.1.Roll Call
City Clerk Julia Espinoza conducted the roll call:
Present: Mayor Valerie Vandever, Mayor Pro Tem Alonso Ledezma, and Councilmember Clarisa Sanchez
Absent: Councilmember Phil Ayala and Councilmember Crystal Ruiz M/S/C (Ledezma/Sanchez) to approve the absence of Councilmember Ayala and Councilmember Ruiz. Motion carried 3/0.
Ayes: Sanchez, Ledezma, Vandever
Nays: None
Absent: Ayala, Ruiz
Abstain: None
1.2. Invocation
Mayor Vandever gave the invocation.
1.3. Pledge of Allegiance
Councilmember Sanchez led the Pledge of Allegiance.
3.A.2.a
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Attachment: April 1, 2025 City Council Regular Meeting Minutes (Joint Regular Meeting Minutes of April 1, 2025)
City Council Regular Meeting Action Minutes April 1, 2025
1.4. Special Presentations
1.4.1. Employee Longevity Recognition
1.4.2. Arbor Day Proclamation
City Manager Robert Johnson stated that Item 4.A.1., Item 4.B.1., and Item 4.A.2. will be moved to the following council meeting on April 15, 2025.
1.5. Mayor/Council Member Reports
Councilmembers provided their reports.
1.6. Late Items
There were no late items.
2. PUBLIC COMMENTS
There were seven (7) public comments:
• Max Barry
• Terry Carned
• Chris Caballero
• Michael Siordia
• Scott Zwart
• Robert Richardson
• Ernesto Alvarado
3. CONSENT CALENDAR
3.A. Consent Calendar - City Council
3.A.1. Waiver of Full Reading of Ordinance(s), and Reading by Title Only
3.A.2. Minutes of the Joint Regular City Council and the San Jacinto Industrial Development Authority Meeting of March 18, 2025/City Clerk/Approved
3.A.3. Treasurer’s Report at January 31, 2025/Finance/Approved
3.A.4. Second Reading of Ordinance No. 25-01, Levying a special Tax within Community Facilities District 2003-1, including certain annexation territory (Annexation No. 72)/Finance/Approved
3.A.5. Second Reading of Ordinance No. 25-02, Authorizing the levy of Special Tax in Community Facilities District No. 2020-1/Finance/Approved
3.A.2.a
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Attachment: April 1, 2025 City Council Regular Meeting Minutes (Joint Regular Meeting Minutes of April 1, 2025)
City Council Regular Meeting Action Minutes April 1, 2025
3.B. Consent Calendar – Public Financing Authority
3.B.1. Minutes of the City of San Jacinto Public Financing Authority Board Meeting of March 18, 2025/City Clerk/Approved
M/S/C (Ledezma/Sanchez) moved to approve the consent calendars. Motion carried 3/0.
Ayes: Ledezma, Sanchez, Vandever
Nays: None
Absent: Ayala, Ruiz
Abstain: None
4. DISCUSSION ITEMS
4.A. Discussion Item – San Jacinto Public Financing Authority
4.A.1. Approval of Financing for Certain Water System Improvements The item was moved to April 15, 2025.
4.B. Discussion Items – City Council
4.B.1. Approval of Financing for Certain Water System Improvements The item was moved to April 15, 2025.
4.B.2. Award of Contract to Pacific Hydrotech for Site Improvements, Equipping of the Grand Well, and Construction of the Grand Treatment Plant The item was moved to April 15, 2025.
4.B.3. Audio Video Media/Meeting Center
Finance Director Erika Gomez presented the staff report.
The City Council received and filed the Annual Financial Report, SAS 114 Report, and the GAS Report for Fiscal Year Ended on June 30, 2024.
M/S/C (Ledezma/Sanchez) made a motion to find that in accordance with Section 3.08.070(C)(2) of the City’s Municipal Code, there is no competitive advantage to be gained by bidding on this project since the City of Lawndale performed a competitive bid process, which is consistent with the City of San Jacinto standards, and is unlikely to yield better results for the City; Authorize the City Manager to enter into an agreement to acquire an agenda
3.A.2.a
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Attachment: April 1, 2025 City Council Regular Meeting Minutes (Joint Regular Meeting Minutes of April 1, 2025)
City Council Regular Meeting Action Minutes April 1, 2025 management system called AgendaLink at a contracted price of $8,244. This price includes the yearly fee, support services, and a one-time onboarding cost of $2,000; Approve a remodel of one of the offices at the Community Center to accommodate an audio/visual media room with an estimated cost of $11,800. As part of this project, authorize the update of the AV technology in the building, which includes $15,661 for the AV system and $12,457 for professional services, for a total AV update cost of $30,084; Approve the purchase of updated equipment required for the AgendaLink application, which will include iPad Pros with keyboards for council members and selected staff. The cost will be $1,400 per iPad and $245 per keyboard. The purchase will include 9 iPads and 6 keyboards. The total cost for the agenda management system, construction, AV updates, and equipment will be $65,508; and Authorize the City Manager to execute any necessary agreements and documents to complete these acquisitions and improvements, subject to review and approval by the City Attorney as to form. Motion carried 5/0.
Ayes: Ledezma, Sanchez, Vandever
Nays: None
Absent: Ayala, Ruiz
Abstain: None
5. FUTURE REQUESTS FROM CITY COUNCIL TO STAFF
6. ADJOURNMENT
With no further business before the City Council, Mayor Vandever adjourned the joint meeting at 7:26 p.m.
CITY OF SAN JACINTO:
____________________________
Valerie Vandever, Mayor
ATTEST:
____________________________
Julia Espinoza, City Clerk
Approved as read:
Approved as amended:
3.A.2.a
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Attachment: April 1, 2025 City Council Regular Meeting Minutes (Joint Regular Meeting Minutes of April 1, 2025) April 15, 2025
TO: City Council
REQUESTED BY: Erika Gomez, Finance Director
APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Warrants and Disbursements - March 2025
RECOMMENDATION:
Staff recommends that the City Council review and approve the Warrants and Disbursements for the period of March 2025 in the amount of $7,193,552.41.
DISCUSSION:
The City Council, in its oversight role, formally reviews disbursements of City funds made by Accounts Payable warrants, bi-weekly payrolls, and electronic funds (wire) transfers. The following information is provided for such review and approval:
Warrants/Wire Pay Date Amount
Accounts Payable: 150565-150808 Various 4,397,350.95
Payroll: Pay Period # 5 #254180-254184 03/06/2025 259,384.00 Includes Warrants, Direct Deposits, Taxes, Garnishments Payroll: Pay Period # 6 #254185-254188 03/20/2025 267,123.78 Includes Warrants, Direct Deposits, Taxes, Garnishments Electronic Funds Various 2,269,693.68
Total Disbursements – Period of March 1-31, 2025 $ 7,193,552.41
Prepared by: Tessa Murphy, Account Clerk III
Note: Payroll information is on file in the Finance Department.
FISCAL IMPACT:
Expenditures by warrant, direct payroll deposit, and electronic funds (wire) transfers have been appropriated.
ATTACHMENTS:
3.A.3
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Warrant Register March 2025
3.A.3
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Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150565 3/7/2025 Al's kubota tractor 297326 Supplies 050-9000-450.33-30 78.28 78.28 150566 3/7/2025 Always evolving fleet maintenance 2949 Tires, mount & balance 010-4150-410.33-50 3,776.28 3,776.28 150567 3/7/2025 Ayala, phil AYALA021825 Reimburse mileage 010-1100-411.31-20 101.22 101.22 150568 3/7/2025 Babcock laboratories, inc. CB51614-0278 General physical analysis 050-9000-450.30-90 35.40 92.04 CB51679-0278 Coliforms by mmo/mug&hpc 050-9000-450.30-90 18.88 CB51638-0278 Iron & manganese 050-9000-450.30-90 37.76
150569 3/7/2025 Bcc benefit coordinators (dental) B0H0RP February 2025 premium 085-0000-202.21-32 5,013.60 5,033.00 B0H0RP February 2025 premium 065-0000-201.08-64 19.40
150570 3/7/2025 California society of 200024751 Conference registration 010-1400-414.31-20 565.00 565.00 150571 3/7/2025 Cash, jim CASH022625 Reimburse h/d/v expenses 010-2500-425.11-90 525.00 525.00 150572 3/7/2025 Castillo-calderon, isauro CASTILLO022525 Reimburse parking 010-4140-410.31-20 40.00 40.00 150573 3/7/2025 Ced - san jacinto, inc. 0954-1042566 Solar led 010-4150-410.21-12 12,180.00 12,180.00 150574 3/7/2025 Chen, frank (fu-kai) CHEN021225 Reimburse h/d/v expenses 010-2500-425.11-90 388.20 388.20 150575 3/7/2025 Core & main lp V775107 18 pvc c900 010-4140-410.34-05 7,537.68 6,295.33 V850677 18 pvc c900 price adjust 010-4140-410.34-05 -1,242.35 150576 3/7/2025 Cr&r, inc (tax roll only) CRR022725 Tax roll ss1 065-0000-201.08-64 172,346.13 167,216.13 CRR022725 Tax roll ss1 010-0000-310.07-96 -5,130.00
150577 3/7/2025 Crossflow distributing, inc. 7C2A022625 Drinking water delivery 010-3100-431.21-10 106.75 155.75 7C10B022625 Drinking water delivery 010-2500-425.21-10 49.00 150578 3/7/2025 Dave's hauling co, inc 2212025B Easement clean up 010-4150-410.34-05 281.34 1,494.49 2212025A Easement clean up 010-4150-410.34-05 618.95
2212025 Street clean up 010-4150-410.34-05 594.20
150579 3/7/2025 Dewey pest control inc. 17271363 March 2025 services 034-3200-431.34-05 20.00 150.00 17278915 March 2025 services 034-3200-431.34-05 65.00
17272598 March 2025 services 010-2500-425.34-05 65.00
150580 3/7/2025 Eastern municipal water district EMWD030325 Utility water services 010-7100-410.35-10 42.96 16,190.01 EMWD030325 Utility water services 025-7100-410.35-10 378.33 EMWD030325 Utility water services 025-7250-410.35-10 1,465.60
3.A.3.a
Packet Pg. 14
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150580 3/7/2025 Eastern municipal water district EMWD030325 Utility water services 025-7251-410.35-10 406.52 16,190.01 EMWD030325 Utility water services 025-7252-410.35-10 76.68 EMWD030325 Utility water services 055-4170-450.35-10 97.50 EMWD030325 Utility water services 034-3200-431.35-10 286.64 EMWD030325 Utility water services 301-8831-500.35-10 813.68 EMWD030325 Utility water services 303-8831-500.35-10 266.10 EMWD030325 Utility water services 304-8831-500.35-10 57.96 EMWD030325 Utility water services 305-8831-500.35-10 495.43 EMWD030325 Utility water services 306-8831-500.35-10 234.97 EMWD030325 Utility water services 307-8831-500.35-10 501.92 EMWD030325 Utility water services 310-8831-500.35-10 106.68 EMWD030325 Utility water services 313-8831-500.35-10 491.70 EMWD030325 Utility water services 317-8831-500.35-10 24.18 EMWD030325 Utility water services 321-8831-500.35-10 381.84 EMWD030325 Utility water services 326-8831-500.35-10 1,830.78 EMWD030325 Utility water services 327-8831-500.35-10 863.07 EMWD030325 Utility water services 331-8831-500.35-10 148.12 EMWD030325 Utility water services 332-8831-500.35-10 420.84 EMWD030325 Utility water services 338-8831-500.35-10 469.17 EMWD030325 Utility water services 345-8831-500.35-10 546.03 EMWD030325 Utility water services 362-8831-500.35-10 254.75 EMWD030325 Utility water services 363-8831-500.35-10 454.22 EMWD030325 Utility water services 308-8831-500.35-10 656.58 EMWD030325 Utility water services 311-8831-500.35-10 614.75 EMWD030325 Utility water services 323-8831-500.35-10 301.68 EMWD030325 Utility water services 325-8831-500.35-10 171.08 EMWD030325 Utility water services 330-8831-500.35-10 101.51 EMWD030325 Utility water services 334-8831-500.35-10 42.96 EMWD030325 Utility water services 339-8831-500.35-10 27.24
3.A.3.a
Packet Pg. 15
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150580 3/7/2025 Eastern municipal water district EMWD030325 Utility water services 343-8831-500.35-10 778.34 16,190.01 EMWD030325 Utility water services 346-8831-500.35-10 368.75 EMWD030325 Utility water services 351-8831-500.35-10 176.21 EMWD030325 Utility water services 353-8831-500.35-10 252.72 EMWD030325 Utility water services 355-8831-500.35-10 55.72 EMWD030325 Utility water services 358-8831-500.35-10 72.02 EMWD030325 Utility water services 359-8831-500.35-10 129.35 EMWD030325 Utility water services 361-8831-500.35-10 79.27 EMWD030325 Utility water services 364-8831-500.35-10 30.30 EMWD030325 Utility water services 365-8831-500.35-10 109.93 EMWD030325 Utility water services 376-8831-500.35-10 777.52 EMWD030325 Utility water services 402-8835-500.35-10 328.41 150581 3/7/2025 Engie services (formerly opterra) 90072467 January 2025 m&v 050-9000-450.34-05 442.17 2,995.00 90072468 January 2025 o&m 050-9000-450.34-05 2,552.83
150582 3/7/2025 Fedex corporation 8-771-26610 Freight 400-0000-229.07-00 43.40 175.02 8-771-26610 Freight 033-0000-229.07-00 43.40
8-777-25611 Freight 400-0000-229.07-00 44.11
8-777-25611 Freight 033-0000-229.07-00 44.11
150583 3/7/2025 Frontier communications FRONTIER030325 Utility water services 010-6500-425.35-16 86.42 86.42 150584 3/7/2025 Gomez, erika GOMEZ022525 Reimburse travel expenses 010-1400-414.31-20 97.12 97.12 150585 3/7/2025 Hemet industrial supply 65120 Supplies 025-7250-410.34-05 150.05 169.97 65119 Supplies 050-9000-450.21-12 19.92
150586 3/7/2025 Hemet valley tool, inc. 184671 Supplies 050-9000-450.21-12 49.81 49.81 150587 3/7/2025 Home depot credit services 0342005 Supplies 010-4150-410.21-12 880.43 930.29 6282736 Supplies 010-7100-410.21-12 49.86
150588 3/7/2025 Imperial sprinkler supply, inc 0019176175-001 Supplies 010-7100-410.21-12 530.58 530.58 150589 3/7/2025 Inland empire landscape, inc. 45295 Valve checks january 2025 025-7250-410.34-05 498.24 14,871.08 45295 Valve checks january 2025 025-7100-410.34-05 442.88
3.A.3.a
Packet Pg. 16
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150589 3/7/2025 Inland empire landscape, inc. 45295 Valve checks january 2025 301-8831-500.34-05 297.56 14,871.08 45295 Valve checks january 2025 302-8831-500.34-05 27.68 45295 Valve checks january 2025 303-8831-500.34-05 242.20 45295 Valve checks january 2025 304-8831-500.34-05 34.60 45295 Valve checks january 2025 305-8831-500.34-05 48.44 45295 Valve checks january 2025 306-8831-500.34-05 69.20 45295 Valve checks january 2025 307-8831-500.34-05 228.36 45295 Valve checks january 2025 308-8831-500.34-05 643.56 45295 Valve checks january 2025 309-8831-500.34-05 83.04 45295 Valve checks january 2025 310-8831-500.34-05 55.36 45295 Valve checks january 2025 311-8831-500.34-05 505.16 45295 Valve checks january 2025 313-8831-500.34-05 422.12 45295 Valve checks january 2025 316-8831-500.34-05 13.84 45295 Valve checks january 2025 317-8831-500.34-05 6.92 45295 Valve checks january 2025 319-8831-500.34-05 20.76 45295 Valve checks january 2025 320-8831-500.34-05 221.44 45295 Valve checks january 2025 321-8831-500.34-05 435.96 45295 Valve checks january 2025 322-8831-500.34-05 276.80 45295 Valve checks january 2025 323-8831-500.34-05 69.20 45295 Valve checks january 2025 325-8831-500.34-05 152.24 45295 Valve checks january 2025 326-8831-500.34-05 588.20 45295 Valve checks january 2025 327-8831-500.34-05 373.68 45295 Valve checks january 2025 329-8831-500.34-05 401.36 45295 Valve checks january 2025 330-8831-500.34-05 262.96 45295 Valve checks january 2025 331-8831-500.34-05 69.20 45295 Valve checks january 2025 332-8831-500.34-05 304.48 45295 Valve checks january 2025 334-8831-500.34-05 20.76 45295 Valve checks january 2025 338-8831-500.34-05 325.24 45295 Valve checks january 2025 339-8831-500.34-05 41.52
3.A.3.a
Packet Pg. 17
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150589 3/7/2025 Inland empire landscape, inc. 45295 Valve checks january 2025 341-8831-500.34-05 228.36 14,871.08 45295 Valve checks january 2025 343-8831-500.34-05 581.28 45295 Valve checks january 2025 345-8831-500.34-05 615.88 45295 Valve checks january 2025 346-8831-500.34-05 311.40 45295 Valve checks january 2025 349-8831-500.34-05 228.36 45295 Valve checks january 2025 351-8831-500.34-05 152.24 45295 Valve checks january 2025 353-8831-500.34-05 505.16 45295 Valve checks january 2025 355-8831-500.34-05 311.40 45295 Valve checks january 2025 358-8831-500.34-05 138.40 45295 Valve checks january 2025 359-8831-500.34-05 179.92 45295 Valve checks january 2025 361-8831-500.34-05 20.76 45295 Valve checks january 2025 362-8831-500.34-05 193.76 45295 Valve checks january 2025 363-8831-500.34-05 415.20 45295 Valve checks january 2025 364-8831-500.34-05 13.84 45295 Valve checks january 2025 365-8831-500.34-05 34.60 45295 Valve checks january 2025 367-8831-500.34-05 117.64 45295 Valve checks january 2025 368-8831-500.34-05 13.84 45295 Valve checks january 2025 376-8831-500.34-05 636.64 45295 Valve checks january 2025 386-8831-500.34-05 83.04 45295 Valve checks january 2025 388-8831-500.34-05 6.92 45295 Valve checks january 2025 010-7100-410.34-05 235.28 45295 Valve checks january 2025 025-7250-410.34-05 55.36 45295 Valve checks january 2025 025-7252-410.34-05 290.64 45295 Valve checks january 2025 025-7252-410.34-05 422.12 45295 Valve checks january 2025 025-7252-410.34-05 560.52 45295 Valve checks january 2025 025-7251-410.34-05 138.40 45295 Valve checks january 2025 050-9000-450.34-05 13.84 45295 Valve checks january 2025 402-8835-500.34-05 961.88 45295 Valve checks january 2025 409-8835-500.34-05 166.08
3.A.3.a
Packet Pg. 18
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150589 3/7/2025 Inland empire landscape, inc. 45295 Valve checks january 2025 402-8835-500.34-05 55.36 14,871.08 150590 3/7/2025 Interwest consulting group 929917 Tr 33716 065-0000-201.06-47 35,114.35 158,983.35 1261290 Ttm 32153 065-0000-201.06-45 3,349.00
1162025 Ttm 38339 065-0000-201.06-47 1,831.75
1312860 State st line e-2 199-9999-425.40-01 606.00
1340894 Safety improvements 199-9999-425.40-01 3,216.00 1258983 General engineering svcs 010-4100-410.30-90 31,210.00 1254666 Esplanade widening 199-9999-425.40-01 16,219.50 1285622 Citywide storm drain map 010-4140-410.34-06 6,121.50 1285499 Emwd encroachments 011-4100-410.30-90 67.00
1258891 Time warner encroachments 011-4100-410.30-90 33.50 1316525 San jac @ shvr trfc sgnl 199-9999-425.40-01 33.50 1345023 Local rd safety plan 199-9999-425.40-01 134.00
1258030 State st widening 199-9999-425.40-01 5,223.50
1257505 Warren rd widening 199-9999-425.40-01 19,778.00 1255511 Crosswalk project 199-9999-425.40-01 33.50
1260135 Drainage improvement proj 199-9999-425.40-01 5,757.25 1260549 State st improvements 199-9999-425.40-01 27,298.50 1255372 Drainage improvement proj 199-9999-425.40-01 84.50 1314804 Striping 199-9999-425.40-01 422.00
1259253 Citywide speed survey prj 199-9999-425.40-01 2,450.00 150591 3/7/2025 Iron mountain inc. KDZN108 March 2025 storage 010-2500-425.30-90 498.60 498.60 150592 3/7/2025 Khan, fuaad KHAN022625 Reimburse h/d/v expenses 010-2500-425.11-90 354.40 354.40 150593 3/7/2025 Lor geotechnical group, inc. 19869 Final report 199-9999-425.40-01 1,500.00 1,500.00 150594 3/7/2025 Lynn merrill and associates, inc. 25-7 Npdes support 010-4140-410.34-06 247.50 247.50 150595 3/7/2025 Marquez, ernest MARQUEZ022625 Reimburse h/d/v expenses 010-2500-425.11-90 30.00 341.20 MARTINEZ022625 Reimburse h/d/v expenses 010-2500-425.11-90 311.20 150596 3/7/2025 Matley, lori MATLEY022625 Reimburse h/d/v expenses 010-2500-425.11-90 165.00 165.00
3.A.3.a
Packet Pg. 19
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150597 3/7/2025 Minuteman press, inc. 77582 128 weekly notices 048-1400-414.36-10 149.02 149.02 150598 3/7/2025 Montoya, ruth MONTOYA022625 Reimburse h/d/v expenses 010-2500-425.11-90 313.07 313.07 150599 3/7/2025 Nbs local government solutions, inc202502-1189 Prof svcs through 1/31/25 400-0000-229.07-00 2,553.37 10,326.75 202502-1189 Prof svcs through 1/31/25 033-0000-229.07-00 2,553.37 202502-1190 Prof svcs through 1/31/25 400-0000-229.07-00 2,500.00 202502-1191 Prof svcs through 1/31/25 065-0000-211.21-02 650.00 202502-1235 Annual fees 045-8800-450.30-90 2,070.01
150600 3/7/2025 O'reilly auto parts,inc. 5531-104734 Supplies 010-4150-410.33-50 105.43 235.91 5531-104805 Supplies 050-9000-450.33-50 65.24
5531-104849 Supplies 050-9000-450.33-50 65.24
150601 3/7/2025 Ortiz, juan ORTIZ022625 Reimburse h/d/v expenses 010-2500-425.11-90 50.00 50.00 150602 3/7/2025 Osborn, mathew OSBORN022625 Reimburse h/d/v expenses 010-2500-425.11-90 95.00 95.00 150603 3/7/2025 Overnight industrial supply,inc. 28142 Supplies 383-8831-500.34-05 102.88 205.76 28142 Supplies 376-8831-500.34-05 102.88
150604 3/7/2025 Placer labs, inc INUS00979 Loc based svc & analytics 010-9600-960.34-05 9,647.08 23,153.00 INUS00979 Loc based svc & analytics 010-0000-103.12-34 13,505.92 150605 3/7/2025 Plumbers depot, inc. PD-57715 Supplies 055-4170-450.21-12 423.54 423.54 150606 3/7/2025 Rasp heating & air conditioning 282 Fan & blower install 010-7400-425.33-10 1,684.53 1,684.53 150607 3/7/2025 Right of way inc 72875 Vehicle signs 010-4140-410.21-12 187.05 187.05 150608 3/7/2025 Riverside co. dept of animal svcs AN0000003097 January 2025 services 010-3320-431.34-05 129,170.01 129,170.01 150609 3/7/2025 Riverside county assessor-clerk- CLERK013125 January 2025 recordation 010-0000-304.03-39 80.00 80.00 150610 3/7/2025 Riverside county sheriff departmentSH0000047549 Contract law bp #7 010-3100-431.34-04 1,111,693.16 1,246,727.85 SH0000047549 Contract law bp #7 010-3100-431.34-06 21,522.13 SH0000047549 Contract law bp #7 034-3100-431.34-04 113,512.56 150611 3/7/2025 Samano, pablo SAMANO022725 Reimburse h/d/v expenses 010-2500-425.11-90 192.00 192.00 150612 3/7/2025 Silva-guerrero, yuliana SILVA022625 Reimburse h/d/v expenses 010-2500-425.11-90 175.00 175.00 150613 3/7/2025 Southern ca waste management forum2115 Conference registration 010-4200-410.31-20 285.00 285.00 150614 3/7/2025 Southern california edison SCE030325 Electricity services 010-2500-425.35-14 48.34 13,962.60
3.A.3.a
Packet Pg. 20
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150614 3/7/2025 Southern california edison SCE030325 Electricity services 010-2500-414.36-97 4.84 13,962.60 SCE030325 Electricity services 010-3100-431.35-14 2,049.11 SCE030325 Electricity services 010-4150-410.35-14 80.74 SCE030325 Electricity services 010-4200-410.35-14 597.28 SCE030325 Electricity services 010-6100-425.35-14 778.22 SCE030325 Electricity services 010-6500-425.35-14 260.70 SCE030325 Electricity services 010-7100-410.35-14 43.16 SCE030325 Electricity services 025-7100-410.35-14 451.08 SCE030325 Electricity services 025-7250-410.35-14 730.04 SCE030325 Electricity services 025-7251-410.35-14 14.65 SCE030325 Electricity services 025-7252-410.35-14 813.51 SCE030325 Electricity services 025-7260-410.35-14 417.20 SCE030325 Electricity services 034-3200-431.35-14 894.96 SCE030325 Electricity services 050-9000-450.35-14 5,087.82 SCE030325 Electricity services 308-8831-500.35-14 52.47 SCE030325 Electricity services 311-8831-500.35-14 68.61 SCE030325 Electricity services 313-8831-500.35-14 15.28 SCE030325 Electricity services 320-8831-500.35-14 53.72 SCE030325 Electricity services 325-8831-500.35-14 16.74 SCE030325 Electricity services 327-8831-500.35-14 118.16 SCE030325 Electricity services 331-8831-500.35-14 53.08 SCE030325 Electricity services 338-8831-500.35-14 16.74 SCE030325 Electricity services 339-8831-500.35-14 16.74 SCE030325 Electricity services 341-8831-500.35-14 59.73 SCE030325 Electricity services 342-8831-500.35-14 27.90 SCE030325 Electricity services 343-8831-500.35-14 88.03 SCE030325 Electricity services 362-8831-500.35-14 82.54 SCE030325 Electricity services 368-8831-500.35-14 14.38 SCE030325 Electricity services 376-8831-500.35-14 42.18
3.A.3.a
Packet Pg. 21
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150614 3/7/2025 Southern california edison SCE030325 Electricity services 402-8835-500.35-14 36.87 13,962.60 SCE030325 Electricity services 010-4150-410.35-14 549.35 SCE030325 Electricity services 010-4150-410.35-14 -0.03 SCE030325 Electricity services 025-7260-410.35-14 64.49 SCE030325 Electricity services 321-8831-500.35-14 7.81
SCE030325 Electricity services 323-8831-500.35-14 7.81
SCE030325 Electricity services 327-8831-500.35-14 35.38 SCE030325 Electricity services 343-8831-500.35-14 7.81
SCE030325 Electricity services 369-8831-500.35-14 15.62 SCE030325 Electricity services 385-8831-500.35-14 7.17
SCE030325 Electricity services 304-8831-500.35-14 2.85
SCE030325 Electricity services 310-8831-500.35-14 1.22
SCE030325 Electricity services 312-8831-500.35-14 9.75
SCE030325 Electricity services 318-8831-500.35-14 8.76
SCE030325 Electricity services 319-8832-500.35-14 11.70 SCE030325 Electricity services 321-8831-500.35-14 12.05 SCE030325 Electricity services 322-8831-500.35-14 41.82 SCE030325 Electricity services 323-8831-500.35-14 12.05 SCE030325 Electricity services 324-8831-500.35-14 8.76
SCE030325 Electricity services 333-8831-500.35-14 0.71
SCE030325 Electricity services 334-8831-500.35-14 1.97
SCE030325 Electricity services 335-8831-500.35-14 2.25
SCE030325 Electricity services 336-8831-500.35-14 2.58
SCE030325 Electricity services 337-8831-500.35-14 1.45
SCE030325 Electricity services 339-8831-500.35-14 2.83
SCE030325 Electricity services 342-8831-500.35-14 1.11
SCE030325 Electricity services 343-8831-500.35-14 12.05 SCE030325 Electricity services 359-8831-500.35-14 23.41 SCE030325 Electricity services 367-8831-500.35-14 13.94
3.A.3.a
Packet Pg. 22
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150614 3/7/2025 Southern california edison SCE030325 Electricity services 369-8831-500.35-14 24.09 13,962.60 SCE030325 Electricity services 372-8831-500.35-14 8.76
SCE030325 Electricity services 380-8831-500.35-14 9.75
SCE030325 Electricity services 383-8831-500.35-14 8.76
SCE030325 Electricity services 388-8831-500.35-14 9.75
150615 3/7/2025 Ssd alarm S-01139319 Repair panel 010-2500-425.33-10 283.50 283.50 150616 3/7/2025 Staples business advantage, inc. 6023957247 Supplies 010-1400-414.21-10 11.19 1,308.27 6023957248 Supplies 010-3100-431.21-10 18.04
6023957250 Supplies 010-3320-431.21-10 70.42
6023957251 Supplies 050-1400-414.21-10 136.00
6023957251 Supplies 010-1400-414.21-10 234.41
6023957252 Supplies 010-1110-411.21-10 43.20
6023957252 Supplies 010-2500-425.21-10 149.29
6023957253 Supplies 010-3100-431.21-10 564.32
6023957249 Supplies 010-4200-410.21-10 81.40
150617 3/7/2025 State of california dept of justice 794491 Fingerprinting 010-1210-412.30-90 32.00 32.00 150618 3/7/2025 Strategage, inc 204 Strategic initiatives 199-9999-425.40-01 5,701.50 13,683.60 204 Strategic initiatives 199-0000-103.12-34 7,982.10
150619 3/7/2025 Superion, llc (formerly sungard) 432881 April 2025 services 010-1400-414.34-05 6,268.70 6,268.70 150620 3/7/2025 T-mobile usa, inc. TM022225 Mobile internet services 010-3320-431.35-17 62.30 62.30 150621 3/7/2025 Talley metal fabrication,inc. 36914 Light pole extensions 025-7252-410.34-05 2,875.00 2,875.00 150622 3/7/2025 Tri-state materials, inc 116195 Class ii base 010-4150-410.21-12 548.93 548.93 150623 3/7/2025 Uline 189115156 Supplies 010-4150-410.21-12 369.79 369.79 189357082 Supplies returned 010-4150-410.21-12 -147.41
189329214 Supplies 010-4150-410.21-12 147.41
150624 3/7/2025 Unifirst corporation 2200232957 Floor mats 010-4200-410.34-05 28.29 407.89 2200232951 Uniform services 055-4170-450.21-35 61.70
2200232961 Uniform services 010-4140-410.21-35 61.71
3.A.3.a
Packet Pg. 23
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150624 3/7/2025 Unifirst corporation 2200232955 Uniform services 050-9000-450.21-35 84.64 407.89 2200232959 Uniform services 010-4150-410.21-35 102.16
2200232956 Uniform services 010-7100-410.21-35 65.23
2200232956 Uniform services 010-7101-410.21-35 4.16
150625 3/7/2025 United healthcare ins co.,inc(hmo) 0033637796 February 2025 premium 085-0000-202.21-39 45,488.29 45,488.29 150626 3/7/2025 Unitedhealthcare ins (ppo) 201203149392 February 2025 premium 085-0000-202.21-39 13,105.43 13,105.43 150627 3/7/2025 Us department of education EDU010625 Acct # 1101973902 010-2500-425.31-20 2,407.00 2,407.00 150628 3/7/2025 Us department of education EDU022425 Acct #1380507209 010-2500-425.31-20 938.75 938.75 150629 3/7/2025 Vela engineering 21050 Electrical engineering 199-9999-425.40-01 5,500.00 5,500.00 150630 3/7/2025 Viking maintenance services llc,inc3253725 March 2025 services 010-7400-425.34-05 151.02 2,157.39 3253725 March 2025 services 010-2500-425.34-05 1,203.82 3253725 March 2025 services 010-4200-410.34-05 802.55
150631 3/7/2025 Vulcan materials co 2788903 Asphalt 010-4150-410.21-12 289.79 860.73 2788287 Asphalt 010-4150-410.21-12 570.94
150632 3/7/2025 West coast arborists, inc 225416 Pruning & tree removal 376-8831-500.34-05 19,046.00 99,988.00 225406 Pruning 351-8831-500.34-05 2,829.00
225405 Pruning & tree removal 345-8831-500.34-05 2,448.00 225398 Pruning & tree removal 307-8831-500.34-05 7,434.00 225397 Pruning & tree removal 303-8831-500.34-05 8,366.00 225400 Pruning & tree removal 311-8831-500.34-05 8,526.00 225403 Pruning & tree removal 332-8831-500.34-05 7,368.00 225410 Pruning & tree removal 301-8831-500.34-05 6,224.00 225413 Pruning & tree removal 302-8831-500.34-05 7,905.00 225407 Pruning & tree removal 367-8831-500.34-05 3,862.00 225404 Pruning & tree removal 334-8831-500.34-05 3,728.00 225401 Pruning & tree removal 326-8831-500.34-05 4,825.00 225402 Pruning 327-8831-500.34-05 1,518.00
225399 Pruning 310-8831-500.34-05 1,449.00
3.A.3.a
Packet Pg. 24
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150632 3/7/2025 West coast arborists, inc 225414 Tree removal 306-8831-500.34-05 1,428.00 99,988.00 225415 Tree removal 329-8831-500.34-05 1,364.00
224919 Er response 025-7250-410.34-05 4,540.00
224919 Er response 362-8831-500.34-05 1,584.00
224919 Er response 345-8831-500.34-05 2,112.00
224919 Er response 308-8831-500.34-05 1,584.00
224919 Er response 327-8831-500.34-05 1,056.00
224919 Er response 010-4150-410.34-05 792.00
150633 3/7/2025 Zubia, alfonso ZUBIA022625 Reimburse h/d/v expenses 010-2500-425.11-90 115.00 115.00 150634 3/7/2025 Marquez, ernest MARQUEZ022625 Reimburse h/d/v expenses 010-2500-425.11-90 30.00 30.00 150635 3/7/2025 Martinez, ramon MARTINEZ022625 Reimburse h/d/v expenses 010-2500-425.11-90 311.20 311.20 150636 3/14/2025 Adt security services, inc. 1125567608 Alarm svcs 3/22-4/21/25 010-6100-425.34-05 44.99 44.99 150637 3/14/2025 Association of environmental prof. E10816 Conference registration 010-4200-410.31-20 620.00 620.00 150638 3/14/2025 Bank of america business card 0133-0325 March 2025 pymt-espinoza 010-2500-425.99-99 400.08 400.08 150639 3/14/2025 Bank of america business card 0581-0325 March 2025 pymt-yarnall 010-2500-425.99-99 882.42 882.42 150640 3/14/2025 Bank of america business card 1331-0325 March 2025 pymt-magner 010-2500-425.99-99 4,631.28 4,631.28 150641 3/14/2025 Bank of america business card 1392-0325 March 2025 pymt-randel 010-2500-425.99-99 2,639.03 2,639.03 150642 3/14/2025 Bank of america business card 1716-0325 March 2025 pymt-sullens 010-2500-425.99-99 2,014.18 2,014.18 150643 3/14/2025 Bank of america business card 2040-0325 March 2025 pyt-williamson 010-2500-425.99-99 3,143.83 3,143.83 150644 3/14/2025 Bank of america business card 2400-0325 March 2025 pymt-osborn 010-2500-425.99-99 878.37 878.37 150645 3/14/2025 Bank of america business card 2820-0325 March 2025 pymt-espinosa 010-2500-425.99-99 2,568.08 2,568.08 150646 3/14/2025 Bank of america business card 4092-0325 March 2025 pymt-hitchcock 010-2500-425.99-99 30.44 30.44 150647 3/14/2025 Bank of america business card 4594-0325 March 2025 pymt-prill 010-2500-425.99-99 215.00 215.00 150648 3/14/2025 Bank of america business card 5520-0325 March 2025 pymt- gomez 010-2500-425.99-99 2,582.74 2,582.74 150649 3/14/2025 Bank of america business card 5710-0325 March 2025 pymt-ginesi 010-2500-425.99-99 1,791.76 1,791.76 150650 3/14/2025 Bank of america business card 8191-0325 March 2025 pymt-mullen 010-2500-425.99-99 38.28 38.28 150651 3/14/2025 Bank of america business card 8728-0325 March 2025 pymt-johnson 010-2500-425.99-99 180.99 180.99
3.A.3.a
Packet Pg. 25
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150652 3/14/2025 Bank of america business card 9690-0325 March 2025 pymt-roy 010-2500-425.99-99 3,943.34 3,943.34 150653 3/14/2025 Bcc benefit coordinators (dental) B0HC2N Group #pdv00144 085-0000-202.21-32 4,602.30 4,621.70 B0HC2N Group #pdv00144 065-0000-201.08-64 19.40
150654 3/14/2025 Bcc benefit coordinators corp 16181 Group #eia00093 085-0000-202.21-46 5,619.90 6,289.74 16181 Group #eia00093 085-0000-202.21-52 669.84
150655 3/14/2025 Best best & krieger, llp 1018763 Prof svcs through 1/31/25 065-0000-211.21-32 1,835.40 1,835.40 150656 3/14/2025 Bowman signs 25002 Logo on trucks 050-9000-450.33-50 135.94 1,223.44 25002 Logo on trucks 010-3320-431.33-50 679.70
25002 Logo on trucks 011-3300-431.33-50 271.86
25004 Logo on truck 050-9000-450.33-50 135.94
150657 3/14/2025 Cal valve inc 13804 Supplies 345-8831-500.34-05 469.53 1,125.31 13805 Supplies 326-8831-500.34-05 184.06
13805 Supplies 345-8831-500.34-05 189.36
13805 Supplies 025-7250-410.34-05 86.46
13805 Supplies 308-8831-500.34-05 195.90
150658 3/14/2025 Canon solutions america 163477823 Super g3 fax board 017-2290-418.40-45 717.51 717.51 150659 3/14/2025 Charter communications holdings,llc188852401022125 Internet services 017-2290-418.34-20 815.40 2,902.80 188853701022125 Internet services 017-2290-418.34-20 2,087.40 150660 3/14/2025 City net 2025-0100137 January 2025 services 010-9500-950.34-05 19,657.40 19,657.40 150661 3/14/2025 Clark's towing and recovery 20611 Evidence tow 010-3100-431.30-90 210.00 210.00 150662 3/14/2025 Complete towing & recovery 24-21148 Evidence tow 010-3100-431.30-90 129.00 1,268.50 24-21159 Evidence tow 010-3100-431.30-90 135.50
25-21502 Evidence tow 010-3100-431.30-90 245.00
24-21174 Evidence tow 010-3100-431.30-90 91.50
25-21610 Evidence tow 010-3100-431.30-90 71.50
25-21719 Evidence tow 010-3100-431.30-90 71.50
25-21767 Evidence tow 010-3100-431.30-90 86.50
25-21873 Evidence tow 010-3100-431.30-90 144.00
3.A.3.a
Packet Pg. 26
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150662 3/14/2025 Complete towing & recovery 24-21878 Evidence tow 010-3100-431.30-90 98.00 1,268.50 25-21879 Evidence tow 010-3100-431.30-90 98.00
25-21875 Evidence tow 010-3100-431.30-90 98.00
150663 3/14/2025 Corky's pest control, inc. 5692575 6 week service 010-3100-431.34-05 125.00 125.00 150664 3/14/2025 D.m.c. tree care, inc 2603 Tree removal 025-7252-410.34-05 575.00 575.00 150665 3/14/2025 Darrick bunn BUNN021925A Meal per diem 024-3100-431.31-20 216.00 432.00 BUNN021925B Meal per diem 024-3100-431.31-20 216.00
150666 3/14/2025 Dave's hauling co, inc 312025 Trash service feb 2025 301-8831-500.34-05 54.00 18,837.91 312025 Trash service feb 2025 307-8831-500.34-05 27.00
312025 Trash service feb 2025 308-8831-500.34-05 108.04 312025 Trash service feb 2025 311-8831-500.34-05 297.08 312025 Trash service feb 2025 313-8831-500.34-05 108.04 312025 Trash service feb 2025 320-8831-500.34-05 162.04 312025 Trash service feb 2025 321-8831-500.34-05 81.04
312025 Trash service feb 2025 322-8831-500.34-05 162.04 312025 Trash service feb 2025 325-8831-500.34-05 108.04 312025 Trash service feb 2025 326-8831-500.34-05 108.04 312025 Trash service feb 2025 327-8831-500.34-05 81.04
312025 Trash service feb 2025 329-8831-500.34-05 81.04
312025 Trash service feb 2025 330-8831-500.34-05 108.04 312025 Trash service feb 2025 331-8831-500.34-05 81.04
312025 Trash service feb 2025 332-8831-500.34-05 108.04 312025 Trash service feb 2025 338-8831-500.34-05 200.28 312025 Trash service feb 2025 341-8831-500.34-05 54.00
312025 Trash service feb 2025 343-8831-500.34-05 54.00
312025 Trash service feb 2025 345-8831-500.34-05 108.04 312025 Trash service feb 2025 346-8831-500.34-05 81.04
312025 Trash service feb 2025 353-8831-500.34-05 1,071.36
3.A.3.a
Packet Pg. 27
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150666 3/14/2025 Dave's hauling co, inc 312025 Trash service feb 2025 355-8831-500.34-05 54.00 18,837.91 312025 Trash service feb 2025 362-8831-500.34-05 27.00
312025 Trash service feb 2025 363-8831-500.34-05 135.04 312025 Trash service feb 2025 367-8831-500.34-05 81.04
312025 Trash service feb 2025 376-8831-500.34-05 639.20 312025 Trash service feb 2025 025-7252-410.34-05 27.00
312025 Trash service feb 2025 025-7252-410.34-05 108.04 312025 Trash service feb 2025 025-7252-410.34-05 27.00
312025 Trash service feb 2025 025-7252-410.34-05 27.00
312025 Trash service feb 2025 025-7100-410.34-05 27.00
312025 Trash service feb 2025 025-7100-410.34-05 135.04 312025 Trash service feb 2025 025-7100-410.34-05 747.12 312025 Trash service feb 2025 025-7252-410.34-05 1,557.52 312025 Trash service feb 2025 025-7100-410.34-05 270.08 312025 Trash service feb 2025 025-7100-410.34-05 184.56 312025 Trash service feb 2025 025-7250-410.34-05 189.08 312025 Trash service feb 2025 010-7100-410.34-05 27.00
312025 Trash service feb 2025 010-3100-431.34-05 27.00
312025 Trash service feb 2025 010-4150-410.34-05 360.12 312025 Trash service feb 2025 355-8831-500.34-05 162.04 312025 Trash service feb 2025 303-8831-500.34-05 54.00
312025 Trash service feb 2025 349-8831-500.34-05 33.75
2282025 February streets clean up 010-4150-410.34-05 10,695.00 150667 3/14/2025 Deveau burr group llc 748 March 2025 concult svcs 199-9999-425.40-01 5,250.00 5,250.00 150668 3/14/2025 Empower retirement, llc EMPOWER030625Ggroup #109947 085-0000-202.21-29 625.00 625.00 150669 3/14/2025 England, thims & miller, inc 218770 Gis & asset mgmt services 017-2290-418.34-05 581.75 581.75 150670 3/14/2025 Esgil-safebuilt, llc 1476805 Feb 2025 plan review 011-3300-431.30-90 8,002.59 8,002.59 150671 3/14/2025 Frontier communications FRONTIER031025 Telephone services 010-3100-431.35-16 401.32 766.22
3.A.3.a
Packet Pg. 28
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150671 3/14/2025 Frontier communications FRONTIER031025 Telephone services 050-9000-450.35-16 182.45 766.22 FRONTIER031025 Telephone services 055-4170-450.35-16 182.45 150672 3/14/2025 Govconnection, inc 76157342 Laptop 017-2290-418.40-45 1,640.60 1,640.60 150673 3/14/2025 Home depot credit services 9526900 Supplies 010-7101-410.21-12 300.98 300.98 150674 3/14/2025 Icma retirement/mission square 6984588 Group #100338 085-0000-202.21-29 5,505.07 14,375.78 6341666 Group #300434 085-0000-202.21-29 8,257.07
6341666 Group #300434 085-0000-202.21-48 613.64
150675 3/14/2025 Inland empire landscape, inc. 45327 Irrigation repairs 301-8831-500.34-05 57.60 38,071.44 45327 Irrigation repairs 303-8831-500.34-05 74.92
45327 Irrigation repairs 305-8831-500.34-05 103.73
45327 Irrigation repairs 306-8831-500.34-05 340.05
45327 Irrigation repairs 307-8831-500.34-05 247.84
45327 Irrigation repairs 308-8831-500.34-05 478.83
45327 Irrigation repairs 311-8831-500.34-05 198.96
45327 Irrigation repairs 321-8831-500.34-05 1,475.47
45327 Irrigation repairs 323-8831-500.34-05 363.16
45327 Irrigation repairs 325-8831-500.34-05 86.44
45327 Irrigation repairs 326-8831-500.34-05 933.65
45327 Irrigation repairs 327-8831-500.34-05 219.00
45327 Irrigation repairs 329-8831-500.34-05 533.00
45327 Irrigation repairs 330-8831-500.34-05 293.94
45327 Irrigation repairs 332-8831-500.34-05 172.88
45327 Irrigation repairs 338-8831-500.34-05 1,786.74
45327 Irrigation repairs 341-8831-500.34-05 23.05
45327 Irrigation repairs 343-8831-500.34-05 633.92
45327 Irrigation repairs 345-8831-500.34-05 3,345.89
45327 Irrigation repairs 346-8831-500.34-05 75.68
45327 Irrigation repairs 349-8831-500.34-05 426.53
3.A.3.a
Packet Pg. 29
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150675 3/14/2025 Inland empire landscape, inc. 45327 Irrigation repairs 351-8831-500.34-05 57.60 38,071.44 45327 Irrigation repairs 353-8831-500.34-05 167.08
45327 Irrigation repairs 355-8831-500.34-05 69.16
45327 Irrigation repairs 359-8831-500.34-05 57.64
45327 Irrigation repairs 362-8831-500.34-05 178.64
45327 Irrigation repairs 363-8831-500.34-05 369.23
45327 Irrigation repairs 364-8831-500.34-05 28.80
45327 Irrigation repairs 365-8831-500.34-05 11.52
45327 Irrigation repairs 376-8831-500.34-05 1,561.98
45327 Irrigation repairs 386-8831-500.34-05 668.58
45327 Irrigation repairs 402-8835-500.34-05 201.67
45327 Irrigation repairs 409-8835-500.34-05 92.22
45327 Irrigation repairs 313-8831-500.34-05 945.21
45326 Irrigation repairs 025-7250-410.34-05 1,550.45
45326 Irrigation repairs 025-7100-410.34-05 651.33
45326 Irrigation repairs 025-7100-410.34-05 190.21
45326 Irrigation repairs 302-8831-500.34-05 11.52
45326 Irrigation repairs 310-8831-500.34-05 103.74
45326 Irrigation repairs 316-8831-500.34-05 11.52
45326 Irrigation repairs 317-8831-500.34-05 472.64
45326 Irrigation repairs 320-8831-500.34-05 962.55
45326 Irrigation repairs 322-8831-500.34-05 161.33
45326 Irrigation repairs 025-7250-410.34-05 86.44
45326 Irrigation repairs 331-8831-500.34-05 51.86
45326 Irrigation repairs 025-7252-410.34-05 2,190.20
45326 Irrigation repairs 025-7252-410.34-05 374.64
45326 Irrigation repairs 025-7251-410.34-05 17.29
45391 Irrigation repairs 025-7250-410.34-05 1,838.61
45391 Irrigation repairs 025-7100-410.34-05 3,008.78
3.A.3.a
Packet Pg. 30
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150675 3/14/2025 Inland empire landscape, inc. 45391 Irrigation repairs 025-7100-410.34-05 11.52 38,071.44 45391 Irrigation repairs 302-8831-500.34-05 28.82
45391 Irrigation repairs 309-8831-500.34-05 51.84
45391 Irrigation repairs 310-8831-500.34-05 363.12
45391 Irrigation repairs 316-8831-500.34-05 5.76
45391 Irrigation repairs 317-8831-500.34-05 34.56
45391 Irrigation repairs 319-8831-500.34-05 23.04
45391 Irrigation repairs 320-8831-500.34-05 121.03
45391 Irrigation repairs 322-8831-500.34-05 34.56
45391 Irrigation repairs 331-8831-500.34-05 149.86
45391 Irrigation repairs 334-8831-500.34-05 17.28
45391 Irrigation repairs 339-8831-500.34-05 51.89
45391 Irrigation repairs 367-8831-500.34-05 28.80
45391 Irrigation repairs 388-8831-500.34-05 11.52
45391 Irrigation repairs 010-7100-410.34-05 380.34
45391 Irrigation repairs 025-7250-410.34-05 167.13
45391 Irrigation repairs 025-7252-410.34-05 2,599.56
45391 Irrigation repairs 025-7252-410.34-05 2,565.14
45391 Irrigation repairs 025-7252-410.34-05 1,682.99
45391 Irrigation repairs 025-7251-410.34-05 1,168.05
45391 Irrigation repairs 050-9000-450.34-05 86.40
45391 Irrigation repairs 402-8835-500.34-05 524.51
150676 3/14/2025 Interwest consulting group 1341855 Misc traffic studies 199-9999-425.40-01 268.00 4,102.00 1289331 Misc encroachments 011-4100-410.30-90 3,834.00
150677 3/14/2025 Lake hemet municipal water districtLHMWD030625 Utility water services 367-8831-500.35-10 70.08 372.64 LHMWD030625 Utility water services 367-8831-500.35-10 60.75 LHMWD030625 Utility water services 302-8831-500.35-10 63.86 LHMWD030625 Utility water services 322-8831-500.35-10 177.95 150678 3/14/2025 Motoport usa 2485 Motor uniform supplies 024-3100-431.21-35 3,329.05 3,329.05
3.A.3.a
Packet Pg. 31
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150679 3/14/2025 National safety compliance, inc. 100651 Dot & ba tests 010-4150-410.34-05 69.95 760.41 100651 Dot & ba tests 050-9000-450.34-05 69.95
100651 Dot & ba tests 010-7100-410.34-05 69.95
100651 Dot & ba tests 010-4140-410.34-05 69.95
100651 Dot & ba tests 055-4170-450.34-05 69.95
100651 Dot & ba tests 010-4150-410.34-05 69.95
100651 Dot & ba tests 050-9000-450.34-05 69.95
100651 Dot & ba tests 050-9000-450.34-05 69.95
100651 Dot & ba tests 010-7100-410.34-05 39.95
100651 Dot & ba tests 050-9000-450.34-05 39.95
100486 Dqg monthly fee 010-4150-410.34-05 17.50
100486 Dqg monthly fee 010-7100-410.34-05 15.00
100486 Dqg monthly fee 050-9000-450.34-05 22.50
100486 Dqg monthly fee 055-4170-450.34-05 5.00
100486 Dqg monthly fee 010-4140-410.34-05 10.00
100651 Fuel charge 010-1210-412.34-05 50.91
150680 3/14/2025 Nutrien ag solutions,inc(crop prod) 56275066 Supplies 010-4150-410.21-14 1,192.27 2,280.01 56273732 Supplies 010-4150-410.21-14 1,087.74
150681 3/14/2025 Prill, thomas PRILL022725 Reimburse travel expenses 010-1400-414.31-20 884.61 884.61 150682 3/14/2025 R.j. noble company, inc 25612 Work completed 199-9999-425.40-01 91,950.00 87,352.50 25612 Retention withheld 199-0000-210.20-25 -4,597.50
150683 3/14/2025 Regional conservation authority 030325MSHCP February 2025 mshcp 065-0000-201.08-81 139,456.00 139,456.00 150684 3/14/2025 Right of way inc 72971 Supplies 010-4150-410.21-12 192.98 795.24 72970 Supplies 010-4150-410.21-12 602.26
150685 3/14/2025 Rightway site services, inc. 415668 Rent 2/26/25-3/25/25 010-3100-431.34-05 113.89 603.49 415520 Rent 2/25/25-3/24/25 010-4200-410.34-05 489.60
150686 3/14/2025 Riverside county PU0000006044 Fleet fuel 010-3100-431.33-50 67.65 67.65 150687 3/14/2025 Riverside county TL0000017604 New signal & maintenance 065-0000-211.21-01 3,984.12 21,522.99
3.A.3.a
Packet Pg. 32
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150687 3/14/2025 Riverside county TL0000017605 Modification of signal 065-0000-211.21-01 5,214.38 21,522.99 TL0000017606 New signal installation 010-4150-410.32-05 6,233.07 TL0000017607 Signal modification link 199-9999-425.40-01 6,091.42 150688 3/14/2025 Riverside county info technology PE0000002408 3 full time set 024-3100-431.34-05 380.97 761.94 PE0000002477 3 full time set 024-3100-431.34-05 380.97
150689 3/14/2025 Romeril plumbing & hardware 19797 Supplies 010-3100-431.21-80 26.10 452.67 19756 Supplies 025-7100-410.34-05 54.87
19756 Supplies 010-7101-410.21-12 18.47
19750 Supplies 025-7252-410.34-05 165.22
19750 Supplies 010-7100-410.21-12 94.58
19757 Supplies 343-8831-500.34-05 6.07
19757 Supplies 025-7252-410.34-05 32.59
19757 Supplies 010-2500-425.33-10 26.51
19757 Supplies 010-7100-410.21-12 28.26
150690 3/14/2025 San jacinto petty cash, city of CASH030625 Replenish petty cash 010-2500-425.21-10 233.97 233.97 150691 3/14/2025 Sanchez, clarisa SANCHEZ031025 Mileage reimbursement 010-1110-411.31-20 94.22 94.22 150692 3/14/2025 Shred-it usa llc/ corp 8010141440 Shredding services 010-3100-431.34-05 1,125.64 1,125.64 150693 3/14/2025 Southern california edison SCE031025 Electricity services 010-4150-410.35-14 678.10 7,207.75 SCE031025 Electricity services 025-7260-410.35-14 3,281.27 SCE031025 Electricity services 050-9000-450.35-14 129.99 SCE031025 Electricity services 321-8831-500.35-14 126.52 SCE031025 Electricity services 323-8831-500.35-14 47.32 SCE031025 Electricity services 353-8831-500.35-14 31.83 SCE031025 Electricity services 355-8831-500.35-14 124.28 SCE031025 Electricity services 367-8831-500.35-14 19.10 SCE031025 Electricity services 368-8831-500.35-14 37.22 SCE031025 Electricity services 402-8835-500.35-14 646.10 SCE031025 Electricity services 376-8831-500.35-14 289.47
3.A.3.a
Packet Pg. 33
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150693 3/14/2025 Southern california edison SCE031025 Electricity services 010-4150-410.35-14 608.30 7,207.75 SCE031025 Electricity services 010-4150-410.35-14 -0.03 SCE031025 Electricity services 025-7260-410.35-14 72.49 SCE031025 Electricity services 309-8831-500.35-14 12.26 SCE031025 Electricity services 313-8831-500.35-14 401.84 SCE031025 Electricity services 315-8831-500.35-14 9.11
SCE031025 Electricity services 319-8832-500.35-14 5.57
SCE031025 Electricity services 322-8831-500.35-14 16.67 SCE031025 Electricity services 325-8831-500.35-14 19.25 SCE031025 Electricity services 342-8831-500.35-14 15.75 SCE031025 Electricity services 353-8831-500.35-14 25.11 SCE031025 Electricity services 354-8831-500.35-14 9.11
SCE031025 Electricity services 355-8831-500.35-14 23.00 SCE031025 Electricity services 367-8831-500.35-14 5.56
SCE031025 Electricity services 371-8831-500.35-14 9.11
SCE031025 Electricity services 373-8831-500.35-14 9.11
SCE031025 Electricity services 375-8831-500.35-14 8.05
SCE031025 Electricity services 403-8835-500.35-14 14.43 SCE031025 Electricity services 409-8835-500.35-14 330.78 SCE031025 Electricity services 402-8835-500.35-14 114.01 SCE031025 Electricity services 309-8831-500.35-14 12.56 SCE031025 Electricity services 353-8831-500.35-14 47.02 SCE031025 Electricity services 355-8831-500.35-14 27.49 150694 3/14/2025 Staples business advantage, inc. 6024375898 Supplies return 010-1400-414.21-10 -14.17 1,470.43 6024375899 Supplies 010-1400-414.21-10 35.75
6024375899 Supplies 010-2500-425.21-10 9.75
6024375900 Supplies 010-3100-431.21-10 1,261.66
6024375897 Supplies 010-2500-425.21-10 177.44
150695 3/14/2025 Steven post POST021925 Meal per diem 024-3100-431.31-20 216.00 216.00
3.A.3.a
Packet Pg. 34
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150696 3/14/2025 Talley metal supply, inc. 102616 Supplies 010-7100-410.34-05 27.26 27.26 150697 3/14/2025 Tommy's express car wash 018 Car washes 011-3300-431.33-50 13.60 108.80 018 Car washes 010-3320-431.33-50 95.20
150698 3/14/2025 Tri-state materials, inc 116301 Class ii base 010-4150-410.21-12 567.88 567.88 150699 3/14/2025 Uline 189533052 Supplies 010-4150-410.21-12 3,434.15 3,434.15 150700 3/14/2025 Unifirst corporation 2200235494 Floor mats 010-4200-410.34-05 28.29 402.65 2200235489 Uniform services 055-4170-450.21-35 61.70
2200235491 Uniform services 050-9000-450.21-35 84.64
2200235497 Uniform services 010-4150-410.21-35 102.16
2200235499 Uniform services 010-4140-410.21-35 61.71
2200235492 Uniform services 010-7100-410.21-35 59.99
2200235492 Uniform services 010-7101-410.21-35 4.16
150701 3/14/2025 Us department of education EDU022625 Acct #1101973902 010-2500-425.31-20 803.00 803.00 150702 3/14/2025 Voyager fleet systems, inc. 8691587092509 Fleet fuel 010-4140-410.21-70 1,252.90 9,118.53 8691587092509 Fleet fuel 050-9000-450.21-70 2,754.64
8691587092509 Fleet fuel 010-7100-410.21-70 1,695.35
8691587092509 Fleet fuel 010-4150-410.21-70 2,637.40
8691587092509 Fleet fuel 011-3300-431.21-70 66.07
8691587092509 Fleet fuel 010-3320-431.21-70 290.54
8691587092509 Fleet fuel 024-3100-431.21-70 421.63
150703 3/14/2025 Vulcan materials co 2815108 Asphalt 010-4150-410.21-12 290.91 636.71 2844716 Asphalt 010-4150-410.21-12 345.80
150704 3/14/2025 West coast arborists, inc 225800 Crew rental 308-8831-500.34-05 264.00 264.00 150705 3/14/2025 Yunex llc 90003844 #10 wire for city stock 010-4150-410.21-12 3,083.06 4,346.26 5610004516 January 2025 call outs 010-4150-410.34-05 1,263.20 150706 3/21/2025 Al's kubota tractor 297111 Complete svc & repairs 010-4150-410.21-80 175.30 175.30 150707 3/21/2025 Andy gump, inc. INV1218215 Missing/damaged fence 010-9600-960.34-05 2,081.80 2,081.80 150708 3/21/2025 Arrow printing, inc. 26821 Windowed envelopes 010-1400-414.21-10 719.93 719.93
3.A.3.a
Packet Pg. 35
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150709 3/21/2025 Best best & krieger, llp 1018758 Services through 1/31/25 010-1111-411.30-90 20,384.18 42,628.18 1021482 Services through 2/28/25 199-9999-425.40-01 724.80 1021483 Services through 2/28/25 010-4140-410.30-90 26.60 1021484 Services through 2/28/25 065-0000-211.21-32 79.80 1021486 Services through 2/28/25 010-1111-411.30-90 79.80 1021487 Services through 2/28/25 010-1111-411.30-90 984.20 1021489 Services through 2/28/25 010-1111-411.30-90 120.80 1021481 Services thriugh 2/28/25 010-1111-411.30-90 20,228.00 150710 3/21/2025 Cuevas, denise CUEVAS030425 Reimburse/ h/d/v expenses 010-2500-425.11-90 59.60 69.60 CUEVAS031125 Reimburse h/d/v expenses 010-2500-425.11-90 10.00 150711 3/21/2025 Dave's hauling co, inc 322025 Channel clean up 010-4140-410.34-05 891.30 891.30 150712 3/21/2025 Eastern municipal water district EMWD031225 Feb 2025 swr/trsh stlmnt 055-0000-308.07-30 -75,768.80 105,637.30 EMWD031225 Feb 2025 swr/trsh stlmnt 055-0000-201.20-40 181,406.10 150713 3/21/2025 Frontier communications FRONTIER031325 Telephone services 010-3100-431.35-16 57.34 531.70 FRONTIER031325 Telephone services 010-6100-425.35-16 86.42 FRONTIER031325 Telephone services 050-9000-450.35-16 78.61 FRONTIER031725 Telephone services 010-2500-425.35-16 154.67 FRONTIER031725 Telephone services 050-9000-450.35-16 154.66 150714 3/21/2025 Goldstar asphalt products 31135 Supplies 010-4150-410.21-12 1,571.82 1,571.82 150715 3/21/2025 Hemet valley tool, inc. 184207 Supplies 025-7252-410.34-05 56.01 173.61 184438 Supplies 010-7100-410.21-80 105.69
184210 Supplies 010-7100-410.21-12 11.91
150716 3/21/2025 Hinderliter, de llamas & assoc SIN048000 Contract svcs-sales tax 010-2500-425.30-90 986.29 1,586.29 SIN048191 Cntrct svc-transaction tx 010-2500-425.30-90 600.00 150717 3/21/2025 Hirsch pipe & supply co., inc. 1030374 Supplies 409-8835-500.34-05 646.11 934.93 1031021 Supplies 409-8835-500.34-05 30.66
1031013 Supplies return 409-8835-500.34-05 -32.06
1044120 Supplies 402-8835-500.34-05 290.22
3.A.3.a
Packet Pg. 36
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150718 3/21/2025 Imperial sprinkler supply, inc 0019553319-001 Supplies 010-7100-410.21-80 212.07 212.07 150719 3/21/2025 Inland empire landscape, inc. 45443 Maintenance february 2025 025-7250-410.34-05 4,447.50 154,108.47 45443 Maintenance february 2025 025-7100-410.34-05 3,675.12 45443 Maintenance february 2025 301-8831-500.34-05 2,780.27 45443 Maintenance february 2025 302-8831-500.34-05 249.00 45443 Maintenance february 2025 303-8831-500.34-05 2,091.13 45443 Maintenance february 2025 305-8831-500.34-05 697.05 45443 Maintenance february 2025 306-8831-500.34-05 530.29 45443 Maintenance february 2025 307-8831-500.34-05 3,136.68 45443 Maintenance february 2025 308-8831-500.34-05 3,159.92 45443 Maintenance february 2025 309-8831-500.34-05 1,715.37 45443 Maintenance february 2025 310-8831-500.34-05 249.00 45443 Maintenance february 2025 311-8831-500.34-05 1,913.65 45443 Maintenance february 2025 313-8831-500.34-05 3,373.59 45443 Maintenance february 2025 316-8831-500.34-05 55.33 45443 Maintenance february 2025 317-8831-500.34-05 69.17 45443 Maintenance february 2025 319-8831-500.34-05 345.84 45443 Maintenance february 2025 320-8831-500.34-05 1,735.49 45443 Maintenance february 2025 321-8831-500.34-05 2,486.77 45443 Maintenance february 2025 322-8831-500.34-05 1,571.50 45443 Maintenance february 2025 323-8831-500.34-05 435.65 45443 Maintenance february 2025 325-8831-500.34-05 551.82 45443 Maintenance february 2025 326-8831-500.34-05 1,992.38 45443 Maintenance february 2025 327-8831-500.34-05 2,494.78 45443 Maintenance february 2025 329-8831-500.34-05 1,219.82 45443 Maintenance february 2025 330-8831-500.34-05 1,959.76 45443 Maintenance february 2025 331-8831-500.34-05 449.59 45443 Maintenance february 2025 332-8831-500.34-05 1,481.21 45443 Maintenance february 2025 334-8831-500.34-05 553.34
3.A.3.a
Packet Pg. 37
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150719 3/21/2025 Inland empire landscape, inc. 45443 Maintenance february 2025 338-8831-500.34-05 1,219.82 154,108.47 45443 Maintenance february 2025 339-8831-500.34-05 166.00 45443 Maintenance february 2025 340-8831-500.34-05 74.93 45443 Maintenance february 2025 341-8831-500.34-05 1,125.59 45443 Maintenance february 2025 343-8831-500.34-05 1,132.70 45443 Maintenance february 2025 345-8831-500.34-05 1,324.37 45443 Maintenance february 2025 346-8831-500.34-05 849.07 45443 Maintenance february 2025 349-8831-500.34-05 1,992.03 45443 Maintenance february 2025 351-8831-500.34-05 549.51 45443 Maintenance february 2025 353-8831-500.34-05 21,260.12 45443 Maintenance february 2025 355-8831-500.34-05 4,120.03 45443 Maintenance february 2025 358-8831-500.34-05 1,309.49 45443 Maintenance february 2025 359-8831-500.34-05 781.05 45443 Maintenance february 2025 361-8831-500.34-05 941.50 45443 Maintenance february 2025 362-8831-500.34-05 500.31 45443 Maintenance february 2025 363-8831-500.34-05 3,514.26 45443 Maintenance february 2025 364-8831-500.34-05 134.88 45443 Maintenance february 2025 365-8831-500.34-05 352.59 45443 Maintenance february 2025 367-8831-500.34-05 415.01 45443 Maintenance february 2025 368-8831-500.34-05 53.95 45443 Maintenance february 2025 376-8831-500.34-05 1,449.27 45443 Maintenance february 2025 386-8831-500.34-05 288.20 45443 Maintenance february 2025 388-8831-500.34-05 138.34 45443 Maintenance february 2025 010-7100-410.34-05 1,188.54 45443 Maintenance february 2025 025-7250-410.34-05 304.34 45443 Maintenance february 2025 025-7252-410.34-05 5,634.89 45443 Maintenance february 2025 025-7252-410.34-05 5,671.77 45443 Maintenance february 2025 025-7252-410.34-05 4,731.76 45443 Maintenance february 2025 025-7251-410.34-05 1,175.86
3.A.3.a
Packet Pg. 38
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150719 3/21/2025 Inland empire landscape, inc. 45443 Maintenance february 2025 050-9000-450.34-05 242.00 154,108.47 45443 Maintenance february 2025 402-8835-500.34-05 21,986.92 45443 Maintenance february 2025 409-8835-500.34-05 7,218.00 45392 Irrigation repairs 025-7100-410.34-05 345.84
45392 Irrigation repairs 301-8831-500.34-05 720.43
45392 Irrigation repairs 303-8831-500.34-05 1,066.33
45392 Irrigation repairs 305-8831-500.34-05 103.74
45392 Irrigation repairs 306-8831-500.34-05 121.02
45392 Irrigation repairs 307-8831-500.34-05 247.84
45392 Irrigation repairs 308-8831-500.34-05 1,527.38
45392 Irrigation repairs 311-8831-500.34-05 195.86
45392 Irrigation repairs 313-8831-500.34-05 1,077.83
45392 Irrigation repairs 321-8831-500.34-05 680.12
45392 Irrigation repairs 323-8831-500.34-05 51.86
45392 Irrigation repairs 325-8831-500.34-05 242.05
45392 Irrigation repairs 326-8831-500.34-05 530.23
45392 Irrigation repairs 327-8831-500.34-05 472.63
45392 Irrigation repairs 329-8831-500.34-05 564.80
45392 Irrigation repairs 330-8831-500.34-05 380.40
45392 Irrigation repairs 332-8831-500.34-05 144.08
45392 Irrigation repairs 338-8831-500.34-05 259.33
45392 Irrigation repairs 341-8831-500.34-05 305.47
45392 Irrigation repairs 343-8831-500.34-05 997.08
45392 Irrigation repairs 345-8831-500.34-05 829.30
45392 Irrigation repairs 346-8831-500.34-05 144.06
45392 Irrigation repairs 349-8831-500.34-05 443.81
45392 Irrigation repairs 351-8831-500.34-05 155.60
45392 Irrigation repairs 353-8831-500.34-05 858.75
45392 Irrigation repairs 355-8831-500.34-05 230.52
3.A.3.a
Packet Pg. 39
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150719 3/21/2025 Inland empire landscape, inc. 45392 Irrigation repairs 358-8831-500.34-05 518.74 154,108.47 45392 Irrigation repairs 359-8831-500.34-05 121.02
45392 Irrigation repairs 361-8831-500.34-05 11.52
45392 Irrigation repairs 362-8831-500.34-05 51.86
45392 Irrigation repairs 363-8831-500.34-05 74.90
45392 Irrigation repairs 364-8831-500.34-05 40.32
45392 Irrigation repairs 365-8831-500.34-05 11.52
45392 Irrigation repairs 376-8831-500.34-05 749.23
45392 Irrigation repairs 386-8831-500.34-05 80.68
45392 Irrigation repairs 402-8835-500.34-05 2,397.76
45392 Irrigation repairs 409-8835-500.34-05 86.44
150720 3/21/2025 Interwest consulting group 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 804.00 30,233.55 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 268.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 268.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 211.25 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 268.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 33.50 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 549.25 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 676.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 437.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 201.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 1,014.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 134.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 402.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 536.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 901.75 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 67.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 118.00 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 134.00
3.A.3.a
Packet Pg. 40
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150720 3/21/2025 Interwest consulting group 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 33.50 30,233.55 1260153 Rvw plnng entlmnt cases 065-0000-211.21-02 33.50 1532990 153-lot sf development 065-0000-201.06-45 6,295.10 1532992 Ttm 38202 065-0000-201.06-47 4,239.80
1532991 Ttm 38339 065-0000-201.06-47 12,608.90
150721 3/21/2025 Johnson, lucy JOHNSON030525 Reimburse h/d/v expenses 010-2500-425.11-90 135.00 135.00 150722 3/21/2025 Johnson, rob JOHNSON021025 Reimburse remaining mpd 010-1200-412.31-20 52.00 122.00 JOHNSON031225 Reimburse h/d/v expenses 010-2500-425.11-90 70.00 150723 3/21/2025 Khan, fuaad KHAN031225 Tuition reimbursement 010-2500-425.31-20 500.00 500.00 150724 3/21/2025 Kimley-horn & associates,inc. 31041346 Chacon farms project 065-0000-211.21-02 17,962.44 17,962.44 150725 3/21/2025 Marquez, ernest MARQUEZ031125 Reimburse h/d/v expenses 010-2500-425.11-90 1,241.23 1,241.23 150726 3/21/2025 Martinez, ramon MARTINEZ031125 Reimburse h/d/v expenses 010-2500-425.11-90 55.00 55.00 150727 3/21/2025 Matley, lori MATLEY031125 Reimburse h/d/v expenses 010-2500-425.11-90 50.00 50.00 150728 3/21/2025 Mccombs, julie MCCOMBS031125Reimburse h/d/v expenses 010-2500-425.11-90 206.48 206.48 150729 3/21/2025 Mendez, jessica MENDEZ030625 Reimburse student loan 010-2500-425.31-20 500.00 500.00 150730 3/21/2025 Minuteman press, inc. 77797 182 weekly notices 048-1400-414.36-10 169.30 169.30 150731 3/21/2025 Multi w systems, inc. 32530369 Supplies 349-8831-500.34-05 1,775.89 1,775.89 150732 3/21/2025 O'reilly auto parts,inc. 5531-109638 Supplies 010-4150-410.21-12 72.85 288.57 5531-109296 Supplies 010-4150-410.21-12 89.15
5531-103914 Supplies 010-4140-410.21-12 46.73
5531-105236 Supplies 010-4150-410.21-12 79.84
150733 3/21/2025 Padilla, miguel PADILLA030425 Reimburse h/d/v expenses 010-2500-425.11-90 138.00 138.00 150734 3/21/2025 Payne pest management inc 395441 Monthly services 025-7252-410.34-05 85.00 690.00 395440 Monthly services 025-7100-410.34-05 85.00
395439 Monthly services 376-8831-500.34-05 85.00
395438 Monthly services 353-8831-500.34-05 85.00
217103B Semi-monthly services 343-8831-500.34-05 350.00 150735 3/21/2025 Press enterprise 612918 Legal advertising 065-0000-211.21-02 1,320.79 5,912.25
3.A.3.a
Packet Pg. 41
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150735 3/21/2025 Press enterprise 612918 Legal advertising 199-9999-425.40-01 170.80 5,912.25 612918 Legal advertising 400-0000-229.07-00 2,522.50
612918 Legal advertising 033-0000-229.07-00 760.36
0000610845 Legal advertising 065-0000-211.21-02 870.45
0000610845 Legal advertising 010-1400-414.30-90 267.35
150736 3/21/2025 Riverside county TL0000017641 Jan 2025 slf costs 010-4150-410.32-05 21,172.91 21,172.91 150737 3/21/2025 Romeril plumbing & hardware 19795 Supplies 010-7101-410.21-12 33.89 505.02 19795 Supplies 025-7100-410.34-05 29.75
19793 Supplies 025-7250-410.34-05 114.31
19793 Supplies 010-7100-410.21-12 26.99
19755 Supplies 010-4140-410.21-12 164.15
19798 Supplies 010-4140-410.21-12 87.00
19800 Supplies 010-7100-410.21-12 48.93
150738 3/21/2025 Silva-guerrero, yuliana SILVA030525 Reimburse h/d/v expenses 010-2500-425.11-90 138.75 138.75 150739 3/21/2025 Southern california edison SCE031825 Electricity services 010-2500-425.35-14 1,778.10 43,527.58 SCE031825 Electricity services 010-2500-414.36-97 9.55
SCE031825 Electricity services 010-4150-410.35-14 592.55 SCE031825 Electricity services 010-4200-410.35-14 609.86 SCE031825 Electricity services 010-6100-425.35-14 468.82 SCE031825 Electricity services 010-6500-425.35-14 232.34 SCE031825 Electricity services 010-7100-410.35-14 15.74 SCE031825 Electricity services 010-7400-425.35-14 1,807.86 SCE031825 Electricity services 025-7100-410.35-14 32.94 SCE031825 Electricity services 025-7260-410.35-14 31,776.33 SCE031825 Electricity services 034-3200-431.35-14 1,003.41 SCE031825 Electricity services 050-9000-450.35-14 388.83 SCE031825 Electricity services 301-8831-500.35-14 24.51 SCE031825 Electricity services 307-8831-500.35-14 780.59
3.A.3.a
Packet Pg. 42
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150739 3/21/2025 Southern california edison SCE031825 Electricity services 308-8831-500.35-14 184.83 43,527.58 SCE031825 Electricity services 311-8831-500.35-14 65.26 SCE031825 Electricity services 320-8831-500.35-14 -335.97 SCE031825 Electricity services 325-8831-500.35-14 15.73 SCE031825 Electricity services 326-8831-500.35-14 -845.39 SCE031825 Electricity services 327-8831-500.35-14 109.83 SCE031825 Electricity services 329-8831-500.35-14 -201.43 SCE031825 Electricity services 330-8831-500.35-14 19.45 SCE031825 Electricity services 331-8831-500.35-14 69.30 SCE031825 Electricity services 332-8831-500.35-14 47.09 SCE031825 Electricity services 338-8831-500.35-14 15.71 SCE031825 Electricity services 339-8831-500.35-14 15.74 SCE031825 Electricity services 341-8831-500.35-14 63.28 SCE031825 Electricity services 342-8831-500.35-14 25.62 SCE031825 Electricity services 343-8831-500.35-14 79.05 SCE031825 Electricity services 345-8831-500.35-14 389.28 SCE031825 Electricity services 346-8831-500.35-14 16.70 SCE031825 Electricity services 349-8831-500.35-14 51.97 SCE031825 Electricity services 351-8831-500.35-14 9.51
SCE031825 Electricity services 355-8831-500.35-14 18.99 SCE031825 Electricity services 359-8831-500.35-14 9.44
SCE031825 Electricity services 361-8831-500.35-14 16.71 SCE031825 Electricity services 362-8831-500.35-14 131.43 SCE031825 Electricity services 365-8831-500.35-14 -201.08 SCE031825 Electricity services 376-8831-500.35-14 646.37 SCE031825 Electricity services 349-8831-500.35-14 18.81 SCE031825 Electricity services 332-8831-500.35-14 325.72 SCE031825 Electricity services 346-8831-500.35-14 367.76 SCE031825 Electricity services 010-4150-410.35-14 1,641.91
3.A.3.a
Packet Pg. 43
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150739 3/21/2025 Southern california edison SCE031825 Electricity services 010-4150-410.35-14 -0.01 43,527.58 SCE031825 Electricity services 025-7260-410.35-14 112.01 SCE031825 Electricity services 301-8831-500.35-14 22.72 SCE031825 Electricity services 308-8831-500.35-14 8.46
SCE031825 Electricity services 319-8832-500.35-14 7.98
SCE031825 Electricity services 321-8831-500.35-14 7.17
SCE031825 Electricity services 323-8831-500.35-14 7.17
SCE031825 Electricity services 327-8831-500.35-14 45.76 SCE031825 Electricity services 330-8831-500.35-14 194.67 SCE031825 Electricity services 334-8831-500.35-14 1.10
SCE031825 Electricity services 335-8831-500.35-14 1.25
SCE031825 Electricity services 336-8831-500.35-14 1.44
SCE031825 Electricity services 337-8831-500.35-14 0.81
SCE031825 Electricity services 339-8831-500.35-14 1.58
SCE031825 Electricity services 340-8831-500.35-14 8.46
SCE031825 Electricity services 342-8831-500.35-14 0.62
SCE031825 Electricity services 343-8831-500.35-14 7.17
SCE031825 Electricity services 346-8831-500.35-14 8.46
SCE031825 Electricity services 347-8831-500.35-14 14.00 SCE031825 Electricity services 349-8831-500.35-14 14.00 SCE031825 Electricity services 350-8831-500.35-14 10.38 SCE031825 Electricity services 351-8831-500.35-14 23.43 SCE031825 Electricity services 357-8831-500.35-14 8.46
SCE031825 Electricity services 358-8831-500.35-14 69.93 SCE031825 Electricity services 359-8831-500.35-14 42.92 SCE031825 Electricity services 361-8831-500.35-14 197.71 SCE031825 Electricity services 366-8831-500.35-14 8.02
SCE031825 Electricity services 369-8831-500.35-14 14.34 SCE031825 Electricity services 374-8831-500.35-14 8.02
3.A.3.a
Packet Pg. 44
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150739 3/21/2025 Southern california edison SCE031825 Electricity services 376-8831-500.35-14 10.38 43,527.58 SCE031825 Electricity services 391-8831-500.35-14 29.80 SCE031825 Electricity services 308-8831-500.35-14 11.47 SCE031825 Electricity services 312-8831-500.35-14 9.18
SCE031825 Electricity services 319-8832-500.35-14 17.12 SCE031825 Electricity services 321-8831-500.35-14 11.37 SCE031825 Electricity services 322-8831-500.35-14 38.30 SCE031825 Electricity services 323-8831-500.35-14 11.37 SCE031825 Electricity services 327-8831-500.35-14 11.04 SCE031825 Electricity services 330-8831-500.35-14 15.12 SCE031825 Electricity services 334-8831-500.35-14 1.45
SCE031825 Electricity services 335-8831-500.35-14 1.65
SCE031825 Electricity services 336-8831-500.35-14 1.90
SCE031825 Electricity services 337-8831-500.35-14 1.06
SCE031825 Electricity services 339-8831-500.35-14 2.08
SCE031825 Electricity services 340-8831-500.35-14 11.47 SCE031825 Electricity services 342-8831-500.35-14 0.81
SCE031825 Electricity services 343-8831-500.35-14 11.37 SCE031825 Electricity services 346-8831-500.35-14 11.47 SCE031825 Electricity services 350-8831-500.35-14 11.04 SCE031825 Electricity services 351-8831-500.35-14 38.78 SCE031825 Electricity services 357-8831-500.35-14 11.47 SCE031825 Electricity services 359-8831-500.35-14 21.66 SCE031825 Electricity services 366-8831-500.35-14 15.12 SCE031825 Electricity services 367-8831-500.35-14 12.77 SCE031825 Electricity services 369-8831-500.35-14 22.73 SCE031825 Electricity services 374-8831-500.35-14 15.12 SCE031825 Electricity services 376-8831-500.35-14 11.04 SCE031825 Electricity services 380-8831-500.35-14 9.18
3.A.3.a
Packet Pg. 45
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150739 3/21/2025 Southern california edison SCE031825 Electricity services 388-8831-500.35-14 9.18 43,527.58 150740 3/21/2025 Staples business advantage, inc. 6025854831 Supplies 010-1110-411.21-10 14.17 300.25 6024822376 Supplies 010-2500-425.21-10 130.74
6024822374 Supplies 010-4200-410.21-10 19.24
6024822375 Supplies 010-4200-410.21-10 136.10
150741 3/21/2025 Talley metal supply, inc. 103012 Supplies 010-7100-410.21-12 7.28 7.28 150742 3/21/2025 Torres-gutierrez, esteban TORRES030525 Reimburse h/d/v expenses 010-2500-425.11-90 230.00 230.00 150743 3/21/2025 Unifirst corporation 2200237822 Floor mats 010-4200-410.21-10 28.29 338.50 2200237820 Uniform services 050-9000-450.21-35 84.64
2200237823 Uniform services 010-4150-410.21-35 102.16
2200237824 Uniform services 010-4140-410.21-35 61.71
2200237819 Uniform services 055-4170-450.21-35 61.70
150744 3/21/2025 United healthcare ins co.,inc(hmo) 0033661749 April 2025 premium 085-0000-202.21-39 40,505.97 40,505.97 150745 3/21/2025 Williamson, crystal v. WILLIAMSN031225Reimburse h/d/v expenses 010-2500-425.11-90 170.00 170.00 150746 3/21/2025 Zubia, alfonso ZUBIA031125 Reimburse h/d/v expenses 010-2500-425.11-90 45.00 45.00 150747 3/28/2025 All american asphalt corp. 1213292 Asphalt 010-4150-410.21-12 269.63 269.63 150748 3/28/2025 Alliance urgent care, inc 241672 Exam 010-1210-412.30-90 125.00 125.00 150749 3/28/2025 American forensic nurses, inc. 79358 11 blood draws 010-3100-431.34-05 792.00 792.00 150750 3/28/2025 Anady's trophies, inc. 124986 Name tags 010-3100-431.21-10 45.68 45.68 150751 3/28/2025 Arrow printing, inc. 26880 Windowed envelopes 010-1400-414.21-10 577.46 577.46 150752 3/28/2025 Automated gate services, inc. 0061610 Er gate repair call 010-3100-431.33-10 766.00 766.00 150753 3/28/2025 Babcock laboratories, inc. CC50321-0278 Analysis 050-9000-450.30-90 2,830.11 6,226.62 CC50320-0278 Analysis 050-9000-450.30-90 2,848.99
CC50455-0278 Coliforms by mmo/mug&hpc 050-9000-450.30-90 94.40 CC50011-0278 Coliforms by mmo/mug&hpc 050-9000-450.30-90 18.88 CC50010-0278 Coliforms by mmo/mug&hpc 050-9000-450.30-90 94.40 CC50827-0278 Coliforms by mmo/mug&hpc 050-9000-450.30-90 94.40 CC51371-0278 Coliforms by mmo/mug&hpc 050-9000-450.30-90 94.40
3.A.3.a
Packet Pg. 46
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150753 3/28/2025 Babcock laboratories, inc. CC50981-0278 Coliforms by mmo/mug&hpc 050-9000-450.30-90 151.04 6,226.62 150754 3/28/2025 Cal valve inc 13915 Supplies 034-3200-431.33-10 164.91 527.27 13912 Supplies 332-8831-500.34-05 181.18
13913 Supplies 323-8831-500.34-05 90.59
13914 Supplies 323-8831-500.34-05 90.59
150755 3/28/2025 Camden tradeshow & event furnishing 021925-DW9 Booth furniture & decor 010-9600-960.31-20 5,521.50 5,521.50 150756 3/28/2025 Charter communications holdings,llc188853601030725 Internet services 010-3100-431.34-05 409.51 409.51 150757 3/28/2025 Civiltec engineering inc 52576 Grand ave well iron & mng 199-9999-425.40-01 9,640.00 20,652.25 52582 Bath well cmo services 199-9999-425.40-01 11,012.25 52582 Bath well cmo services 199-9999-425.40-01 -11,012.25 52582 Bath well cmo services 199-9999-425.40-01 11,012.25 150758 3/28/2025 Complete towing & recovery 5206 Vehicle repairs 010-3100-431.33-50 2,090.97 2,090.97 150759 3/28/2025 Concentra (occupational health ctr)86102658 Physical 010-1210-412.30-90 198.00 198.00 150760 3/28/2025 Core & main lp W365210 Supplies 050-9000-450.21-12 1,068.93 1,059.10 W365210 S/b 8.75% sales & use tax 010-0000-201.20-45 -9.83 150761 3/28/2025 Crossflow distributing, inc. C27A031925 Drinking water delivery 010-3100-431.21-10 112.00 161.00 C210B031925 Drinking water delivery 010-2500-425.21-10 49.00 150762 3/28/2025 Dave's hauling co, inc 3152025 Street clean up 010-4140-410.34-05 297.10 891.30 382025 Street clean up 010-4140-410.34-05 297.10
392025 Channel clean up 010-4140-410.34-05 297.10
150763 3/28/2025 Empower retirement, llc EMPOWER032425Group #109947 085-0000-202.21-29 625.00 625.00 150764 3/28/2025 Eyemed vision care 166692624 March 2025 premium 085-0000-202.21-35 1,196.25 1,279.44 166692624 March 2025 premium 065-0000-201.08-64 8.94
166692625 March 2025 cobra 065-0000-201.08-64 74.25
150765 3/28/2025 Fedex corporation 8-799-18072 Freight 179-9700-470.30-90 44.97 44.97 150766 3/28/2025 Galls, llc 030624190 Universal clip holder 010-3320-431.21-35 35.00 35.00 150767 3/28/2025 Graybar electric company, inc 9341093063 Supplies 050-9000-450.33-10 45.25 1,319.31 9341150714 Credit 050-9000-450.33-10 -0.01
3.A.3.a
Packet Pg. 47
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150767 3/28/2025 Graybar electric company, inc 9341093064 Supplies 050-9000-450.33-10 215.90 1,319.31 9341006094 Supplies 050-9000-450.33-10 998.26
9340960899 Supplies 050-9000-450.33-10 59.91
150768 3/28/2025 Haaker equipment company, inc. W1AACV Diesel tank repairs 010-7101-410.33-30 2,651.18 2,651.18 150769 3/28/2025 Hasa inc 1020653 Multi-chlor 050-9000-450.21-12 419.44 2,752.56 1020652 Multi-chlor 050-9000-450.21-12 602.94
1020651 Multi-chlor 050-9000-450.21-12 393.22
1022998 Multi-chlor 050-9000-450.21-12 419.44
1022996 Multi-chlor 050-9000-450.21-12 524.30
1022982 Multi-chlor 050-9000-450.21-12 393.22
150770 3/28/2025 Hemet valley tool, inc. 185011 Supplies 050-9000-450.21-12 173.84 1,219.57 185147 Supplies 050-9000-450.21-12 107.39
184771 Supplies 055-4170-450.21-12 13.97
184442 Supplies 050-9000-450.21-12 351.26
184742 Supplies 050-9000-450.21-12 221.85
184540 Supplies 050-9000-450.21-12 351.26
150771 3/28/2025 Hi-way safety, inc. 168804 Custom stencil cardboard 010-4150-410.21-12 27.19 24,719.19 169111 No parking signs 056-4150-410.21-12 1,966.86
168925 Crash barrels 010-4150-410.21-12 8,182.79
168805 Road signs & supplies 024-4150-410.21-36 14,542.35 150772 3/28/2025 Hirsch pipe & supply co., inc. 1036853 Supplies 050-9000-450.21-12 18.98 1,762.03 1047013 Supplies 050-9000-450.21-12 391.55
1064686 Supplies 329-8831-500.34-05 49.41
1061468 Supplies 025-7252-410.34-05 88.68
1074777 Supplies 010-2500-425.33-10 889.57
1030503 Supplies 050-9000-450.21-12 184.40
1046262 Supplies 050-9000-450.21-12 47.82
1031257 Supplies 050-9000-450.21-12 91.62
3.A.3.a
Packet Pg. 48
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150773 3/28/2025 Home depot credit services 2011529 Supplies 346-8831-500.34-05 177.27 2,191.15 7343087 Supplies 010-4140-410.21-12 113.59
7023540 Supplies 010-4150-410.21-12 982.67
2551853 Supplies 010-7100-410.21-80 95.03
9010900 Supplies 050-9000-450.21-12 112.32
6023585 Supplies 050-9000-450.21-12 632.07
8343004 Supplies 055-4170-450.21-12 78.20
150774 3/28/2025 Icma retirement/mission square 6540600 Group #100338 085-0000-202.21-29 5,513.65 15,838.53 6343133 Group #300434 085-0000-202.21-29 9,711.24
6343133 Group #300434 085-0000-202.21-48 613.64
150775 3/28/2025 Imperial sprinkler supply, inc 0019568453-001 Supplies 025-7252-410.34-05 695.48 3,782.63 0019568453-001 Supplies 010-7100-410.34-05 695.48
0019705398-001 Supplies 010-7100-410.21-12 1,965.29
0019753439-001 Supplies 010-7100-410.21-12 426.38
150776 3/28/2025 Inland empire landscape, inc. 45444 Valve checks feb 2025 025-7250-410.34-05 498.24 14,871.08 45444 Valve checks feb 2025 025-7100-410.34-05 442.88
45444 Valve checks feb 2025 301-8831-500.34-05 297.56
45444 Valve checks feb 2025 302-8831-500.34-05 27.68
45444 Valve checks feb 2025 303-8831-500.34-05 242.20
45444 Valve checks feb 2025 304-8831-500.34-05 34.60
45444 Valve checks feb 2025 305-8831-500.34-05 48.44
45444 Valve checks feb 2025 306-8831-500.34-05 69.20
45444 Valve checks feb 2025 307-8831-500.34-05 228.36
45444 Valve checks feb 2025 308-8831-500.34-05 643.56
45444 Valve checks feb 2025 309-8831-500.34-05 83.04
45444 Valve checks feb 2025 310-8831-500.34-05 55.36
45444 Valve checks feb 2025 311-8831-500.34-05 505.16
45444 Valve checks feb 2025 313-8831-500.34-05 422.12
45444 Valve checks feb 2025 316-8831-500.34-05 13.84
3.A.3.a
Packet Pg. 49
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150776 3/28/2025 Inland empire landscape, inc. 45444 Valve checks feb 2025 317-8831-500.34-05 6.92 14,871.08 45444 Valve checks feb 2025 319-8831-500.34-05 20.76
45444 Valve checks feb 2025 320-8831-500.34-05 221.44
45444 Valve checks feb 2025 321-8831-500.34-05 435.96
45444 Valve checks feb 2025 322-8831-500.34-05 276.80
45444 Valve checks feb 2025 323-8831-500.34-05 69.20
45444 Valve checks feb 2025 325-8831-500.34-05 152.24
45444 Valve checks feb 2025 326-8831-500.34-05 588.20
45444 Valve checks feb 2025 327-8831-500.34-05 373.68
45444 Valve checks feb 2025 329-8831-500.34-05 401.36
45444 Valve checks feb 2025 330-8831-500.34-05 262.96
45444 Valve checks feb 2025 331-8831-500.34-05 69.20
45444 Valve checks feb 2025 332-8831-500.34-05 304.48
45444 Valve checks feb 2025 334-8831-500.34-05 20.76
45444 Valve checks feb 2025 338-8831-500.34-05 325.24
45444 Valve checks feb 2025 339-8831-500.34-05 41.52
45444 Valve checks feb 2025 341-8831-500.34-05 228.36
45444 Valve checks feb 2025 343-8831-500.34-05 581.28
45444 Valve checks feb 2025 345-8831-500.34-05 615.88
45444 Valve checks feb 2025 346-8831-500.34-05 311.40
45444 Valve checks feb 2025 349-8831-500.34-05 228.36
45444 Valve checks feb 2025 351-8831-500.34-05 152.24
45444 Valve checks feb 2025 353-8831-500.34-05 505.16
45444 Valve checks feb 2025 355-8831-500.34-05 311.40
45444 Valve checks feb 2025 358-8831-500.34-05 138.40
45444 Valve checks feb 2025 359-8831-500.34-05 179.92
45444 Valve checks feb 2025 361-8831-500.34-05 20.76
45444 Valve checks feb 2025 362-8831-500.34-05 193.76
45444 Valve checks feb 2025 363-8831-500.34-05 415.20
3.A.3.a
Packet Pg. 50
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150776 3/28/2025 Inland empire landscape, inc. 45444 Valve checks feb 2025 364-8831-500.34-05 13.84 14,871.08 45444 Valve checks feb 2025 365-8831-500.34-05 34.60
45444 Valve checks feb 2025 367-8831-500.34-05 117.64
45444 Valve checks feb 2025 368-8831-500.34-05 13.84
45444 Valve checks feb 2025 376-8831-500.34-05 636.64
45444 Valve checks feb 2025 386-8831-500.34-05 83.04
45444 Valve checks feb 2025 388-8831-500.34-05 6.92
45444 Valve checks feb 2025 010-7100-410.34-05 235.28
45444 Valve checks feb 2025 025-7250-410.34-05 55.36
45444 Valve checks feb 2025 025-7252-410.34-05 290.64
45444 Valve checks feb 2025 025-7252-410.34-05 422.12
45444 Valve checks feb 2025 025-7252-410.34-05 560.52
45444 Valve checks feb 2025 025-7251-410.34-05 138.40
45444 Valve checks feb 2025 050-9000-450.34-05 13.84
45444 Valve checks feb 2025 402-8835-500.34-05 961.88
45444 Valve checks feb 2025 409-8835-500.34-05 166.08
45444 Valve checks feb 2025 402-8835-500.34-05 55.36
150777 3/28/2025 Kaiser foundation health plan, inc 335230955286 April 2025 premium 085-0000-202.21-39 42,958.28 42,958.28 150778 3/28/2025 Kimley-horn & associates,inc. 31215535 Task order 2 065-0000-211.21-02 1,051.23 1,051.23 150779 3/28/2025 League of california cities INV-26799Z5D1G8Membership dues 010-2500-425.31-25 10,369.50 20,739.00 INV-26799Z5D1G8Membership dues 010-0000-103.12-34 10,369.50 150780 3/28/2025 Lynn merrill and associates, inc. FY25-8 Npdes support 010-4140-410.34-06 192.50 192.50 150781 3/28/2025 Mccall's meters, inc. 37393 Field meter test 050-9000-450.33-30 510.00 2,327.89 37386 Conversion kit & shield 050-9000-450.33-30 1,817.89 150782 3/28/2025 Mccomas auto body, inc. 1813 Repl compound jaw & riser 050-9000-450.33-50 1,184.53 1,184.53 150783 3/28/2025 Multi w systems, inc. 32530367 Cleaning check valves 055-4170-450.33-30 2,800.00 2,800.00 150784 3/28/2025 O'reilly auto parts,inc. 5531-494099 Supplies 010-7100-410.33-50 46.15 68.99 5531-113347 Supplies 050-9000-450.33-50 22.84
3.A.3.a
Packet Pg. 51
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150785 3/28/2025 Overnight industrial supply,inc. 28243 Supplies 025-7100-410.34-05 115.31 427.49 28243 Supplies 353-8831-500.34-05 115.31
28243 Supplies 376-8831-500.34-05 115.31
28250 Supplies 010-4200-410.21-10 81.56
150786 3/28/2025 Patriotic customs 3014 Transfer flag 010-3100-431.21-10 97.87 97.87 150787 3/28/2025 Pureflow filtration div 4896 Removal systems 199-9999-425.40-01 1,007,840.63 1,007,840.63 150788 3/28/2025 Rasp heating & air conditioning 289 New installations 010-2500-425.33-10 18,138.90 18,138.90 150789 3/28/2025 Riverside co. registrar of voters 4477 Election svcs for 11/5/24 010-1110-411.34-05 114,254.95 114,254.95 150790 3/28/2025 Riverside county PU0000006065 Fleet fuel 010-3100-431.33-50 168.96 168.96 150791 3/28/2025 Romeril plumbing & hardware 19806 Supplies 010-7100-410.21-12 273.44 4,091.35 19815 Supplies 010-4140-410.21-12 209.17
19819 Supplies 025-7252-410.34-05 28.97
19819 Supplies 346-8831-500.34-05 62.59
19779 Supplies 025-7252-410.34-05 36.38
19779 Supplies 010-7100-410.21-12 47.92
19779 Supplies 010-7100-410.21-80 41.30
19779 Supplies 409-8835-500.34-05 152.16
19779 Supplies 402-8835-500.34-05 152.16
19779 Supplies 353-8831-500.34-05 152.16
19809 Supplies 346-8831-500.34-05 28.26
19809 Supplies 025-7100-410.34-05 39.41
19809 Supplies 010-7100-410.21-12 81.69
19809 Supplies 010-7100-410.21-80 22.83
19785 Supplies 010-4150-410.21-12 202.64
19822 Supplies 010-4150-410.21-12 82.94
19823 Supplies 010-4150-410.21-12 32.59
19751 Supplies 010-4150-410.21-12 1,248.36
19805 Supplies 010-4150-410.21-12 487.68
3.A.3.a
Packet Pg. 52
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150791 3/28/2025 Romeril plumbing & hardware 19765 Supplies 050-9000-450.21-12 98.75 4,091.35 19770 Supplies 050-9000-450.21-12 30.63
19812 Supplies 050-9000-450.21-12 24.48
19758 Supplies 050-9000-450.21-12 71.79
19801 Supplies 050-9000-450.21-12 415.60
19778 Supplies 050-9000-450.21-12 67.45
150792 3/28/2025 Socal gas SOCALGAS031925Utility gas services 010-7400-425.35-12 285.72 1,464.85 SOCALGAS031925Utility gas services 010-2500-425.35-12 393.66 SOCALGAS031925Utility gas services 010-6500-425.35-12 0.90 SOCALGAS031925Utility gas services 010-3100-431.35-12 218.91 SOCALGAS031925Utility gas services 010-4200-410.35-12 331.52 SOCALGAS031925Utility gas services 034-3200-431.35-12 234.14 150793 3/28/2025 Ssd alarm R-00580054 April 2025 alarm services 050-9000-450.34-05 222.67 757.63 R-00580054 April 2025 alarm services 010-4200-410.34-05 252.91 R-00580054 April 2025 alarm services 010-6500-425.34-05 44.18 R-00580054 April 2025 alarm services 010-2500-425.34-05 147.59 R-00580054 April 2025 alarm services 010-3100-431.34-05 90.28 150794 3/28/2025 Staples business advantage, inc. 6026361463 Supplies 010-2500-425.21-10 41.64 819.25 6026361464 Supplies 010-4200-410.21-10 250.68
6026361465 Supplies 010-2500-425.21-10 437.41
6026361466 Supplies 010-2500-425.21-10 89.52
150795 3/28/2025 Talley metal supply, inc. 102653 Supplies 409-8835-500.34-05 1.26 1.26 150796 3/28/2025 Tony's tires TT031725 Tire patching 050-9000-450.33-50 40.00 180.00 TT031825 Tire patching 050-9000-450.33-50 140.00
150797 3/28/2025 Uline 190445786 Supplies 010-4150-410.21-12 158.16 158.16 150798 3/28/2025 Underground service alert 220250689 Ticketing services 050-9000-450.34-05 198.70 245.34 24-252979 Regulatory costs 050-9000-450.34-05 46.64
150799 3/28/2025 Unifirst corporation 2200243065 Floor mats 010-4200-410.34-05 28.29 898.37
3.A.3.a
Packet Pg. 53
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150799 3/28/2025 Unifirst corporation 2200240157 Floor mats 010-4200-410.34-05 28.29 898.37 2200240153 Uniform services 050-9000-450.21-35 84.64
2200240151 Uniform services 055-4170-450.21-35 61.70
2200240159 Uniform services 010-4140-410.21-35 61.71
2200240601 Uniform services 010-4150-410.21-35 114.82
2200243070 Uniform services 010-4150-410.21-35 114.82
2200243156 Uniform services 010-4140-410.21-35 61.71
2200243058 Uniform services 055-4170-450.21-35 61.70
2200243061 Uniform services 050-9000-450.21-35 84.64
2200238100 Uniform services 010-7100-410.21-35 60.59
2200238100 Uniform services 010-7101-410.21-35 4.76
2200240156 Uniform services 010-7100-410.21-35 60.59
2200240156 Uniform services 010-7101-410.21-35 4.76
2200243063 Uniform services 010-7100-410.21-35 60.59
2200243063 Uniform services 010-7101-410.21-35 4.76
150800 3/28/2025 Unifirst first aid & safety G602499 First aid kit check 010-4200-410.30-90 30.58 30.58 150801 3/28/2025 Unitedhealthcare ins (ppo) 201203160665 April 2025 premium 085-0000-202.21-39 2,323.42 2,323.42 150802 3/28/2025 Usa blue book INV00651302 Supplies 050-9000-450.21-12 613.61 13,595.02 INV00636498 Supplies 050-9000-450.21-12 410.84
INV00632843 Supplies 050-9000-450.21-12 5,061.65
INV00632481 Supplies 050-9000-450.21-12 5,087.30
INV00647232 Supplies 050-9000-450.21-12 2,421.62
150803 3/28/2025 Verizon wireless 6108179053 Telephone services 024-3100-431.21-90 41.23 41.23 150804 3/28/2025 Vulcan materials co 2970327 Asphalt 010-4150-410.21-12 344.68 344.68 150805 3/28/2025 West coast arborists, inc 226078 Pruning 025-7252-410.34-05 22,808.00 81,345.00 225801 Tree & stump removal 010-4150-410.34-05 1,704.00 226053 Pruning 301-8831-500.34-05 9,038.00
226054 Pruning 319-8831-500.34-05 6,933.00
3.A.3.a
Packet Pg. 54
Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) Warrant Register
City of San Jacinto 03/31/2025
Check
Number
Check Date Vendor Name Invoice Number Description Account Number
Transaction
Amount
Check
Total
150805 3/28/2025 West coast arborists, inc 226064 Pruning & tree removal 322-8831-500.34-05 10,182.00 81,345.00 226067 Pruning 320-8831-500.34-05 6,674.00
226072 Pruning 359-8831-500.34-05 7,735.00
226245 Pruning 376-8831-500.34-05 2,415.00
226076 Pruning 339-8831-500.34-05 966.00
226075 Pruning 317-8831-500.34-05 345.00
226074 Pruning & tree removal 305-8831-500.34-05 2,790.00 226073 Pruning 368-8831-500.34-05 414.00
226071 Pruning 351-8831-500.34-05 4,844.00
226068 Pruning & tree removal 349-8831-500.34-05 4,497.00 150806 3/28/2025 Western riverside council 1965 Regnl food recovery prog 010-4200-410.30-90 13,384.28 13,384.28 150807 3/28/2025 White cap, lp 50030423650 Supplies 010-4150-410.21-12 1,072.10 1,072.10 150808 3/28/2025 Yunex llc 5610004663 Feb 2025 st lt call outs 010-4150-410.34-05 3,425.75 3,425.75 Total Checks 4,397,350.95
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Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025)
CITY OF SAN JACINTO
ELECTRONIC FUNDS TRANSFER REPORT
March 1 - 31, 2025
DATE PAYEE AMOUNT REASON
3/3/2025 Southern CA Edison 129,525.44 Power VA - July 2024 3/3/2025 Southern CA Edison 127,015.68 Power VA - August 2024 3/10/2025 CalPers 49,482.82 Retirement/Health
3/10/2025 CalPers 8,392.60 Retirement/Health
3/10/2025 CalPers 482.78 Retirement/Health
3/12/2025 United Healthcare 13,105.43 Retirement/Health 3/17/2025 Southern CA Edison 108,738.08 Power VA - Sept 2024 3/17/2025 Southern CA Edison 99,735.68 Power VA - Oct 2024 3/18/2025 CalPers 49,861.09 Retirement/Health
3/18/2025 CalPers 1,066.73 Retirement/Health
3/19/2025 Paymentus 8,230.65 Payment Process Transaction Fees 3/20/2025 Enterprise FM 590422 64,584.39 Monthly Vehicle Lease & Maintenance 3/24/2025 NRG 831,505.77 SJ Power - Energy Purchase (Regular Charges) Exelon Generation Company, LLC 251,028.98 SJ Power - Energy Purchase 3/24/2025 Duran Mesa 6,383.00 SJ Power - Energy Purchase 3/24/2025 Calpine Energy Service 77,750.00 SJ Power - Energy Purchase & Sales
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Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025)
CITY OF SAN JACINTO
ELECTRONIC FUNDS TRANSFER REPORT
March 1 - 31, 2025
DATE PAYEE AMOUNT REASON
3/24/2025 The Midway Sunset Cogeneration Co. 75,390.50 SJ Power - Energy Purchase 3/24/2025 Avangrid (Manzana Wind, LLC) 13,750.50 SJ Power - Energy Purchase 3/24/2025 Participate.Energy, LLC 1,106.85 SJ Power - Energy Purchase 3/24/2025 Santa Paula Energy Storage, LLC 10,500.00 SJ Power - Energy Purchase (Resource Adequacy) 3/24/2025 Tecolote Wind, LLC 39,525.00 SJ Power - Energy Purchase (Resource Adequacy) 3/24/2025 The Voyager Wind Expansion, LLC 40,046.64 SJ Power - Energy Purchase 3/24/2025 California Choice Energy 171,810.31 SJ Power - Energy Purchase 3/27/2025 Southern CA Edison 82,058.24 Power VA - Nov 2024 3/28/2025 CalPers 8,616.52 Retirement/Health
2,269,693.68
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Attachment: Warrant Register March 2025 (Warrants and Disbursements - March 2025) April 15, 2025
TO: City Council
REQUESTED BY: Travis Randel, Deputy City Manager, Development Services APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Parking Enforcment Services
RECOMMENDATION:
Staff recommends that the City Council:
1) Approve the contract with LAZ Parking CA LLC, in the amount not to exceed $631,200, for a five (5) year Street Sweeping and Parking Enforcement contract, expiring June 30, 2030; and
2) Authorize the City Manager to execute a Professional Services Agreement and necessary documents, subject to minor modifications, review, and approval by the City Attorney.
DISCUSSION:
In California, street sweeping is more than just a routine task—it's essential for maintaining environmental health, ensuring public safety, and preserving infrastructure, all while helping meet legal and regulatory standards.
The City of San Jacinto’s street sweeping program is one of the most effective tools for complying with the mandatory and unfunded State of California’s strict National Pollutant Discharge Elimination System (NPDES) permit requirements, which are designed to protect our local rivers, lakes, and groundwater from pollution. As a designated Best Management Practice (BMP), street sweeping removes harmful materials—such as trash, leaves, sediment, and other debris—before they can enter the storm drain system and flow untreated into the environment.
This not only helps the City meet state and federal environmental mandates, but also supports a cleaner, healthier San Jacinto for everyone. Regular street sweeping improves neighborhood appearance, prevents clogged storm drains, and reduces allergens like pollen and dust that can affect those with asthma and other respiratory conditions. The City’s Street Sweeping Enforcement program was enacted in 2015 with the adoption of Ordinance No. 15-03, which added Section 10.16.420 to the City’s Municipal Code.
The effectiveness of the City’s street sweeping program is significantly reduced when vehicles are parked along designated sweeping routes. When parked cars obstruct the path of the street sweeper, they are preventing full access to the roadway—especially curbs and gutters where debris tend to collect. Prolonged or habitual on-street parking can lead to an ongoing buildup of trash, leaves, chemicals and other materials in these areas, as they are consistently bypassed during routine sweeping. This not only undermines the City's compliance with stormwater regulations, but also increases the risk of clogged storm drains, localized flooding, and unsightly streetscapes. When cars are parked in designated sweeping zones, they obstruct the path of the
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street sweeper, making it difficult and ultimately impossible to clean the entire area. This results in debris being left behind, which can clog storm drains or create unsightly litter. Clean streets improve the overall appearance of an area, making it more pleasant for residents, businesses, and visitors. This can boost community pride and potentially even improve property values.
The City is currently mandated to implement various efforts designed to reduce bacteria and nutrients under the Lake Elsinore/Canyon Lake Total Maximum Daily Loading (TMDL), which was adopted by the Regional Water Board and participates in the Comprehensive Nutrient Reduction Plan (CNRP). Enhanced street sweeping is a key component to proving the City’s compliance with both these water quality requirements.
In Fiscal Year 2023-2024, CR&R collected nearly 2,304 tons of street sweeping debris from City streets. CR&R sweeps roughly 637curb miles per month. Vehicles parked on streets during sweeping block the sweeper and impede efforts to remove material from the gutter so that it is not discharged to the storm water system. In short, while street sweeping plays a crucial role in keeping communities clean and healthy, vehicles parked in the street are a significant challenge to ensuring that these areas are properly maintained.
In late December of 2024, the City was notified that the City’s street sweeping parking enforcement provider, SECURTEC Inc., would be ceasing operations permanently due to unforeseen circumstances. Considering this, staff reached out to multiple contractors that provide the same services for other governmental agencies.
Staff is recommending the parking enforcement firm LAZ Parking be retained to provide street sweeping and general parking enforcement services for the City of San Jacinto. Under the terms of the proposed contract, LAZ Parking will provide a qualified parking enforcement officer operating an identifiable, fully equipped vehicle that patrols behind the street sweeper during designated sweeping hours. The officer is responsible for citing vehicles that are in violation of posted "No Parking" street sweeping signs. Each citation is issued using a handheld device that transmits the information to a secure data processing center. As part of the quality control process, all citations are reviewed by a third-party vendor to ensure accuracy and validity. Any citations flagged as potentially anomalous are forwarded to City staff for further review and determination.
In addition to enforcing street sweeping zones, the officer will conduct general parking enforcement duties, including addressing violations such as blocking fire hydrants or sidewalks, and expired vehicle registration or tags. Individuals who receive citations have the right to an administrative appeal.
Years one (1) and two (2) of the contract are estimated to cost $117,716.80; year three (3) of the contract is estimated to cost $121,248.30; year four (4) of the contract is estimated at $124,885.75 and the fifth year of the contract is estimated to costt $128,635.33 for a total five3.A.4 Packet Pg. 59
year contract amount of $610,199.98. This contract will also include May and June of 2025, which will not exceed $20,000.00.
The contract has a termination clause in which the City may, by written notice to the Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination.
FISCAL IMPACT:
The contract with LAZ Parking is not expected to have any negative impact on the General Fund. The parking enforcement program is designed to be self-sustaining, with revenues covering associated expenses. The ongoing costs of the program will be incorporated into the Fiscal Year 2025/26 budget, while funding for services provided in May and June 2025 has already been allocated in the current fiscal year’s budget.
ATTACHMENTS:
Parking Enforcement Contract DRAFT
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24438.00000\30452526.3
(BB&K 2021) -1- Professional Services Agreement
CITY OF SAN JACINTO
PROFESSIONAL SERVICES AGREEMENT FOR PARKING ENFORCEMENT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this _____ day of ________, 20___, by and between the City of San Jacinto, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 595 South San Jacinto Avenue, San Jacinto, California 92583 ("City") and LAZ Parking CA LLC, a LIMITED LIABILITY COMPANY, with its principal place of business at One Financial Plaza, 14 Floor Hartford, CT 06103 ("Consultant").
City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing parking enforcement patrol services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional services for the City of San Jacinto Street Sweeping and General Parking Enforcement project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional parking enforcement services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from May 1, 2025 to June 30, 2030, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three additional twoyear terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
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Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) 24438.00000\30452526.3
(BB&K 2021) -2- Professional Services Agreement
3.2 Compensation.
3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed six hundred thirty-one thousand two hundred ($631,200.00) without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.
3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.
3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. Consultant shall have no obligation to complete any Extra Work unless Consultant and City agree, in writing, to all terms related to such Extra Work.
3.2.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”
3.3 Responsibilities of Consultant.
3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any personnel performing the Services on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control.
Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding,
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Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) 24438.00000\30452526.3
(BB&K 2021) -3- Professional Services Agreement
unemployment insurance, disability insurance, and workers' compensation insurance.
3.3.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
Any change to the Schedule of Services by the City shall require the written agreement of City and Consultant. If the City or its agents or contractors cause a delay in the Schedule of Services, then Consultant shall be provided an equitable adjustment in the Schedule of Services.
3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause provided that the City shall pay Consultant for all services duly performed and expenses incurred until such termination. The key personnel for performance of this Agreement are as follows: Nick Lapating, General Manager.
3.3.5 City's Representative. The City hereby designates City Manager, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement.
Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.3.6 Consultant's Representative. Consultant hereby designates Muhammad Mansoor, Vice President, Municipal Operations, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all
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Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) 24438.00000\30452526.3
(BB&K 2021) -4- Professional Services Agreement
Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.
Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.3.9 Period of Performance.
3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.
3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.
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(BB&K 2021) -5- Professional Services Agreement
Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
3.3.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.3.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.
3.3.10.2 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, subsubcontractors or subconsultants to meet any of the requirements provided for in Sections
3.3.10.1 or 3.3.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section
3.3.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.
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Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) 24438.00000\30452526.3
(BB&K 2021) -6- Professional Services Agreement
3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.
3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.3.11 Insurance.
3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) excluding products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
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(BB&K 2021) -7- Professional Services Agreement
(C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.
3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability. Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:
Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
3.3.11.4 Primary and Non-Contributing Insurance. All policies of insurance shall be primary and any other insurance, deductible, or self-insurance maintained by
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(BB&K 2021) -8- Professional Services Agreement
the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.3.11.9 Enforcement of Agreement Provisions (non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3.3.11.11 Additional Insurance Provisions
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(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.
3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
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Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.
3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.
3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5 Accounting Records.
3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
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3.6 General Provisions.
3.6.1 Termination of Agreement.
3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City and expenses incurred by Consultant, and Consultant shall be entitled to no further compensation.
Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. The City may terminate the Agreement for cause only if the City provides a notice of default to Consultant identifying the basis of such default with specificity and Consultant fails to commence cure of the same within 10 days of receipt of such notice from the City. If the City terminates the Agreement for cause, the City shall compensate Consultant for all Services duly performed until the date of such termination.
3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.
3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: LAZ Parking CA LLC
949 South Coast Drive, Suite 515
Costa Mesa, CA 92626
ATTN: Muhammad Mansoor, VP of Municipal Operations
City: City of San Jacinto
595 S. San Jacinto Avenue
San Jacinto, CA 92583
ATTN: Rob Johnson, City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.6.3 Ownership of Materials and Confidentiality.
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3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.
3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.
3.6.3.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person
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or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. Consultant’s obligation to indemnify, defend and hold harmless the City, its directors, officials, officers, employees, volunteers, and agents shall not extend to (a) anything the City provides which is incorporated into the work or Services or Consultant’s compliance with any designs, specifications or instructions provided by the City or a third party at the City’s direction; (b) the City’s modification of the work or Services independent of Consultant; (c) any product, data, apparatus, or business method that Consultant did not provide even if used in combination with or the operation of the work or Services; and/or (d) Third Party Materials.
3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.
3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.6.5 Indemnification.
3.6.5.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all third-party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, to the extent caused by the negligence or willful misconduct of
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Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. Consultant’s obligation to indemnify an indemnitee hereunder is specifically conditioned upon (a) the indemnitee providing Consultant prompt written notice of any such claim and reasonable cooperation in defending such claim and (b) Consultant’s right to select counsel to defend such claim and to control the defense and settlement of such claim. If an indemnitee participates in the defense of any claim subject to indemnification with its own counsel the costs of such defense shall be paid by such indemnitee unless Consultant fails or refuses to defend such claim.
Notwithstanding anything herein to the contrary, In no event shall either party be liable for any incidental or consequential damages, loss of use, lost profits, or business interruption damages, even if the Parties may be aware of the possibility of such damages. In no event shall either party’s total liability arising from or connected with the Agreement exceed the minimum required insurance limits set forth in Section 3.3.10. The foregoing disclaimers and limitations of liability will apply notwithstanding any other contrary provision of any agreement between the Parties, and regardless of the form of action, whether in contract, tort, warranty, indemnity or otherwise.
3.6.5.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
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3.6.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.6.15 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.18 Authority to Enter Agreement. Consultant has all requisite power and
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authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.20 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.
3.7 Subcontracting.
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF SAN JACINTO AND
LAZ Parking CA LLC
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.
CITY OF SAN JACINTO LAZ Parking CA LLC
By: ____________________________ By: ____________________________ Rob Johnson Michael Kuziak
City of San Jacinto COO
Attest:
City Clerk
Approved as to Form:
______________________________
Best Best & Krieger LLP
City Attorney
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SCOPE OF SERVICES
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Services Proposal
City of San Jacinto, CA | February 27, 2025
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City of San Jacinto, CA | February 27, 2025 | Cover Letter 2
COVER LETTER
February 27, 2025
Ms. Rene Yarnall
Community Development Manager
City of San Jacinto
Phone: 951.487.7330 x375
RE: PROPOSAL FOR PARKING ENFORCEMENT SERVICES
Dear Ms. Yarnall,
LAZ Parking (LAZ) is thrilled to present our proposal for Parking Enforcement Services in the City of San Jacinto (the City). Infused with the spirit of improving compliance throughout the communities we serve, our ambassador approach blends cutting-edge technology with a deep understanding of local parking dynamics, ensuring not only compliance but a seamless and positive parking experience for citizens and visitors alike.
We take a proactive and community-centric approach to providing top-notch parking enforcement services with a focus on precision, efficiency, and a keen understanding of local needs. Our experienced team is dedicated to ensuring seamless parking experiences that align with the unique charm of each community we serve. Through innovative solutions and a commitment to improving parking compliance, LAZ is ready to act as your trusted partner in creating a harmonious parking environment to improve quality of life and parking compliance throughout the city.
The following proposal demonstrates why LAZ is the ideal company to serve the City for its parking enforcement needs. Providing exceptional service is not just something we do; it is who we are. We trust that this has been clearly demonstrated by our past success throughout California, as well as by our vision for what can be done in the years ahead in the region. Our Government Services Division offers our customers turnkey parking enforcement solutions that are designed to provide fair and consistent enforcement with reliable and cost-effective service-led program management. LAZ has a seasoned, experienced, and realistic understanding of the challenges specific to your operations in a suburban environment. We take pride in our delivery of superior service to our customers, and we hope to develop a longstanding partnership with the City.
By partnering with LAZ, the City will receive a service-led, technology-driven and forward-thinking approach to parking enforcement where we will align our efforts with your enforcement objectives to deliver highquality results and value for the City. Thank you for the opportunity to submit this proposal for your consideration.
Sincerely,
Muhammad Mansoor, CAPP
Vice President, Municipal Operations
949 South Coast Drive, Suite 515
Costa Mesa, CA 92626
(714) 290-4854 | [email protected]
Robert Maroney, CAPP
Vice President, Government Services
One Financial Plaza, 14th Floor
Hartford, CT 06103
(804) 921-5019 | [email protected]
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City of San Jacinto, CA | February 27, 2025 | Table of Contents 3
TABLE OF CONTENTS
Parking Enforcement Services
City of San Jacinto
Cover Letter........................................................................................................................................2 Table of Contents................................................................................................................................3 Executive Summary.............................................................................................................................4 Organization, Credentials and Experience ............................................................................................7 Enforcement Methodolgy and Project Approach ................................................................................18 Cost Proposal ...................................................................................................................................27
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City of San Jacinto, CA | February 27, 2025 | Executive Summary 4
EXECUTIVE SUMMARY
Understanding of the City’s Intent and Objectives
We recognize that the City of San Jacinto has seen consistent growth as a desirable suburban community in Riverside County. With the burgeoning activity, the need for consistent parking enforcement is necessary to improve quality of life within the community. The City is looking for a successful partnership with a reputable company with demonstrated skills and technical ability that provides high levels of customer service and satisfaction to provide consistent street sweeping parking enforcement services to fulfill the needs of the residents and visitors alike. The challenge is finding a firm that can mirror the City’s processes for screening, hiring, and training professionals that can deliver consistent level of service and follow its overall objective of improving quality of life in this beautiful city.
To achieve this goal, the City needs stability and consistency in parking enforcement activities so the needs of its residents and visitors can be addressed in a timely manner.
Our Qualifications to Achieve the City’s Objectives
We have a strong track record of collaborating with our clients, bringing innovation and professionalism to each city we serve. As a company at the forefront of parking systems, LAZ exceeds the minimum qualifications required to support this project. We offer the City a broad range of parking enforcement experience and the proven success we have achieved in managing similar operations for other major cities. Our longstanding relationships with cities across North America with a 100% contract renewal rate are a testament to our commitment to our clients. Our experience in parking enforcement and related services is unmatched, more specifically, our footprint in CA. Collectively, across the United States, LAZ leads the privatized parking enforcement industry by issuing over 1.5 million on-street tickets per year – more than any other contractor within privatized municipal operations. Our knowledge of local parking enforcement trends comes from more than 40 years of working with city governments across the United States. As a full-service parking management company, we understand the benefits of a wellmanaged enforcement program and consistent execution of parking enforcement. Throughout the years,
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City of San Jacinto, CA | February 27, 2025 | Executive Summary 5 we have been an effective, committed, and dedicated partner in the overall success of our customers.
We manage some of the most complex enforcement programs in California, including the cities of Palm Springs, Santa Ana, Newport Beach, Burbank, Malibu, West Hollywood, Inglewood, San Marcos, San Mateo, San Bruno, San Leandro, Palo Alto, South San Francsico and Salinas. Most of these contracts are managed by their Police Departments, therefore, we are aware of the elevated expectations the City has from the selection of a service provider for these services.
Our Proposed Approach
In keeping with the City’s Street Sweeping Plan, LAZ Parking will act as a true partner to help foster the City’s vision of a safe and inviting suburban community with a goal of maintaining clean streets and high standard of living for its residents.
LAZ fully understands the challenging environment of providing on-street street sweeping enforcement services year-round, in diverse and sometimes challenging conditions. Our expertise centers on supporting large-scale municipal on-street parking operations. We possess specific processes for screening, hiring, onboarding, and training quality enforcement personnel, along with optimizing enforcement through use of innovative technology and by maintaining quality controls to meet performance and financial objectives for the cities we serve and by allowing them to make data-driven decisions.
HOW OUR PROPOSED APPROACH ACHIEVES THE CITY’S OBJECTIVES Our approach to achieving the City’s objectives is based on efficiency and automation. LAZ’s plan revolves around proven and tested processes for performance measurement. Drawing on our local and national experience, listed below are some of the major benefits to the City.
MANAGEMENT TEAM MADE UP OF SEASONED PARKING PROFESSIONALS To make this program a success right from the start, we have put together a team of professionals with combined municipal parking experience of over 250 years and hands-on experience launching over 20 first-time privatized enforcement programs. This leaves no transition risk and ensures continuity of operations and enforcement enhancement based on specific CA experience.
WE BELIEVE STAFF SELECTION AND TRAINING IS A HIGH PRIORITY We employ proven methods to carefully select the most qualified enforcement personnel, train and educate our workforce regularly, and provide them with tools needed to succeed in ensuring they provide fair and consistent enforcement within the communities we serve.
STRICT QUALITY CONTROL PROCEDURES
Our proven and field-tested Standard Operating Procedures translate into strict Quality Control and Quality Assurance efforts. We proudly maintain our ticket accuracy performance above 97 percent.
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City of San Jacinto, CA | February 27, 2025 | Executive Summary 6 Ticket accuracy equals fewer administrative reviews, improved program reputation, and enhanced collection revenues. Additional benefits include improved officer productivity, consistency in enforcement activities, and quality customer service.
TECHNOLOGY DRIVEN SOLUTIONS
Building upon our existing data capture and reporting methods, LAZ has invested in automated systems with our Business Intelligence tool powered by Microsoft BI, which enables our clients and managers to view and measure program and employee performance in real-time.
DEPTH OF LOCAL PRESENCE AND KNOWLEDGE OF THE AREA
With a large pool of staff in the OC/Inland Empire region, we will be able to quickly fill any unplanned staffing shortages and/or unforeseen vacancies.
CONCLUSION
We love working with progressive and innovative cities who embrace the changes required for growth while still honoring their values. With this attitude, a partnership with LAZ can transform the City of San Jacinto Street Sweeping parking enforcement program in a way that is manageable, sustainable, and profitable. We have done it for other cutting-edge programs locally. If you are ready to improve the overall citizen and visitor experience and increase your enforcement efforts right from the start of implementation, we are ready to take you there. This proposal outlines in more detail our approach to managing each step towards that goal, and what you can expect along the way. But your biggest expectation should be one of success. We look forward to a long-standing partnership with the City.
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 7
ORGANIZATION, CREDENTIALS, AND
EXPERIENCE
LAZ Parking brings extensive expertise in providing top-notch parking enforcement services to the West Coast and across the United States. With a proven track record, we have successfully navigated diverse landscapes, contributing to the seamless operation and optimization of municipal and government agency-operated programs nationwide.
About LAZ Parking
LAZ Parking stands as an experienced and rapidly expanding privately owned parking operator in the United States, leading the charge in digital parking technology. Our journey began in Hartford, CT, back in 1981, fast forward four decades later, and we've honed our expertise to deliver top-tier parking management and transportation services.
Today, LAZ operates a staggering 1.3+ million parking spaces nationwide, spanning an impressive 4,250+ locations, touching down in 43 states, and serving 460+ cities. Our commitment to excellence is recognized on a national scale, as we proudly hold the Accredited Parking Organization (APO) status. We're renowned for our unwavering dedication to responsible parking management, operational brilliance, exceptional customer experiences, sustainability initiatives, and unwavering commitment to safety and security.
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 8 Our diverse portfolio encompasses a wide spectrum, including on-street and off-street municipal parking, transit parking systems, entertainment and event parking, commercial and residential buildings, hotels and resorts, office complexes, mixed-use projects, hospitals and medical centers, airports, university parking, shuttle services, and valet-oriented parking solutions.
Leading the Way in the Municipal
Sector
LAZ Parking is a leading provider, specializing in parking solutions tailored for municipalities and government agencies nationwide. Our allencompassing approach to parking management is rooted in sustainability, aimed at enriching communities, streamlining parking operations, and fortifying the financial standing of our clients. Within our Government Services team, we boast an unrivaled track record in managing municipal parking facilities and on-street programs. We oversee over 500,000 parking spaces on behalf of federal, state, and local government agencies, including the management of over 120,000 onstreet meters. Our strategic focus revolves around the implementation of efficient operational procedures, dynamic marketing campaigns, robust revenue integrity systems, groundbreaking technology applications, and customer service initiatives that set the industry standard.
OMNIA Partners
LAZ Parking is a vendor and partner with OMNIA Partners, previously NCPA (National Cooperative Purchasing Alliance). As your ally in the purchasing process, OMNIA Partners is dedicated to optimizing procurement for your organization. Our goal is to improve the way your organization identifies, evaluates, and procures what they need at the best value. With free membership, you'll gain full access to our portfolio of leading national supplier contracts, spend visibility, analytics, and subject matter experts. We are happy to discuss more upon the City’s request.
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 9 IPMI Accredited Parking Organization (APO)
LAZ Parking is an Accredited Parking Organization (APO) and is nationally recognized for its best practices in responsible parking management, operational excellence, customer experience, sustainability, safety, and security.
Public Sector Expertise
From coast to coast, LAZ Parking collaborates with municipalities and government agencies spanning the breadth of the United States. Our footprint extends from vibrant urban centers to the serene countryside and picturesque coastlines. We've had the opportunity of working with numerous public sector clients, each contributing to our extensive portfolio. The following is a sample of LAZ Parking’s public sector clients, including the approximate number of spaces for each. Local parking enforcement references are provided later in this section.
⚫ City of Palm Springs, CA (1,435)
⚫ City of Burbank, CA (3,364)
⚫ City of Newport Beach, CA (4,500)
⚫ City of West Hollywood, CA (3,360)
⚫ City of Inglewood, CA (7,500)
⚫ City of Long Beach, CA (10,300)
⚫ City of Santa Ana, CA (3,750)
⚫ City of San Marcos, CA (2,500)
⚫ City of San Mateo, CA (3,750)
⚫ City of Palo Alto, CA (2,500)
⚫ City of San Leandro, CA (2,350)
⚫ City of South San Francisco
⚫ City of Stockton, CA (6,145)
⚫ City of Sausalito, CA (1,875)
⚫ City of San Bruno, CA (1,610)
⚫ City of San Francisco, CA (27,000)
⚫ City of Berkeley, CA (4,575)
⚫ California State Parks (2,664)
⚫ City of Chicago Meters System (36,000)
⚫ Washington Metro Area Transit Authority
(59,000)
⚫ Montgomery County, MD (21,500)
⚫ New York City Housing Authority (20,600)
⚫ NY Metropolitan Transit Authority
(16,600)
⚫ Rhode Island State Beaches (8,100)
⚫ City of Miami Beach, FL (6,000)
⚫ City of New Rochelle, NY (5,868)
⚫ City of Lowell, MA (5,566)
⚫ Norwalk Parking Authority (3,763)
⚫ City of Stamford, CT (3,400)
⚫ San Francisco Municipal Transportation
Authority (3,114)
⚫ City of Syracuse, NY (2,525)
Unparalleled Parking Enforcement Experience
Within its Government Services Business Unit, LAZ has a dedicated Parking Enforcement Business Segment that is primarily focused on Parking Enforcement Services. We have delivered reliable Parking Enforcement and related services since 1988. Today, within our enforcement portfolio, we issue close to
1.5 million citations annually with an average citation dismissal rate of less than 3% throughout our contracts. Working collaboratively with cities, counties and police agencies throughout the U.S., LAZ has been intrinsic in developing innovative parking enforcement solutions that integrate seamlessly with the wider parking and transportation network of each city we serve. We are in the unique position of having
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 10 managed some of the most complex turnkey parking systems in the country. Our experience and expertise in the techniques and technologies used in parking enforcement are unmatched.
Since 1981, LAZ Parking has grown and adapted alongside our customers. Today, we operate over 100 government contracts across the U.S. with a 100% contract renewal rate. Most notably, our long-term presence in the California market allows us to use best practices learned from managing some of the most consistent and well-established enforcement programs including West Hollywood, Inglewood, Santa Ana, Burbank, and CA State Parks. With hands-on experience managing parking enforcement programs in highly diverse mixed-use environments, we pledge to build on this experience to continue our solid commitment to the delivery of effective parking enforcement solutions for the City of San Jacinto.
The table below provides a snapshot of our current programs, followed by references to similar projects demonstrating our past performance and proven track record of successfully implementing parking enforcement services solutions for municipal and law enforcement agencies. ANNUAL CITATIONS ISSUED OPERATIONS/MANAGEMENT PARKING ENFORCEMENT ELECTRONIC HANDHELDS SMART TECHNOLOGY LPR TECHNOLOGY ENFORCE ALL MCS & STATE CVC
PERMIT ENFORCEMENT
ON STREET ENFORCEMENT
OFF-STREET ENFORCEMENT
SURFACE LOTS
STREET SWEEPING ENFORCE
CUSTOMER PHONE SUPPORT
TOWING AND BOOTING
TRAFFIC DISPATCH SERVICES
TRAFFIC CONTROL SERVICES
California Municipal Enforcement Clients
City of West Hollywood, CA 200,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Inglewood, CA 90,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Santa Ana, CA 45,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
California State Parks 30,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Salinas, CA 20,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Palo Alto, CA 10,500 ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of San Mateo, CA 32,500 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ City of Newport Beach, CA 70,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of San Marcos, CA 10,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of San Leandro, CA 15,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Burbank, CA 45,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 11
ANNUAL CITATIONS ISSUED
OPERATIONS/MANAGEMENT
PARKING ENFORCEMENT
ELECTRONIC HANDHELDS
SMART TECHNOLOGY
LPR TECHNOLOGY
ENFORCE ALL MCS
& STATE CVC
PERMIT ENFORCEMENT
ON STREET ENFORCEMENT
OFF-STREET ENFORCEMENT
SURFACE LOTS
STREET SWEEPING ENFORCE
CUSTOMER PHONE SUPPORT
TOWING AND BOOTING
TRAFFIC DISPATCH SERVICES
TRAFFIC CONTROL SERVICES
National Municipal Enforcement Clients
City of Chicago, IL 550,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Montgomery County, MD 150,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
New York, NY (MTA, NYCHA) 50,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
South Miami, FL 45,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Norwalk, CT 40,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Arvada, CO 10,500 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
The Ohio State University 36,600 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Eastern Michigan University 10,000 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 12 Local Management Team
ALAN ARECHIGA – PROJECT MANAGER
Alan Arechiga is a California native. Alan was born and raised in the Coachella Valley. At the age of twenty-one he began working for LAZ parking's West Coast Division and has been with the company for more than 6 years. His experience with sales and wanting to help others completely spilled over into his job at LAZ, where he has now made his career.
Alan now is an Operations Manager overseeing operations in Palm Springs and Inland Empire.
NICK ALEX, DIRECTOR OF OPERATIONS
Nick has worked with LAZ for over 20 years and has worked in the Orange County, Los Angeles, Riverside, Palm Springs and San Diego markets. Nick will be supporting the team in the initial startup phase, operations, and management oversight.
NICK LAPATING – REGIONAL GENERAL MANAGER
Nick Lapating has worked for LAZ Parking for 16 years. He has held a variety of positions including Location Manager, Operations Manager, and Project Manager. His experience has been in different markets including Los Angeles and Mile High City of Denver, Colorado. Nick is currently the General Manager for Inland Empire/ Orange County region. He has also been involved with the start-up and organization of a diverse set of parking operations including municipalities, hotels, restaurants, hospitals, and commercial facilities.
PETER CHO, CAPP - SENIOR OPERATIONS MANAGER, GOVERNMENT SERVICES Peter joined the LAZ Parking family as a Senior Operations Manager in 2021 through the acquisition of Serco Parking Services. In his current role, Peter plays a pivotal part in providing operational support for all legacy Serco parking programs and ensuring uniformity and operational compliance across LAZ Parking's Government Services initiatives. A seasoned leader with an impressive career spanning over twenty-five years in the Parking Industry, Peter brings a wealth of experience to the table. His extensive background encompasses the management and seamless transition of intricate municipal and commercial parking programs. As a recognized subject matter expert in Municipal On-and Off-Street Parking Operations, Peter remains well-versed in the latest industry technology, which he actively applies to support both our new and established operations.
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 13 MUHAMMAD MANSOOR, CAPP – VICE PRESIDENT, MUNICIPAL SERVICES Muhammad Mansoor is a renowned name in the parking industry, and he brings his wealth of expertise to LAZ Parking's Government Services division. In his role, Muhammad serves as a subject matter expert, dedicated to ensuring the delivery of high-quality service across our government parking contracts. He holds direct responsibility for decision-making related to on-street parking contracts throughout the United States.
Muhammad is an active and engaged member of several key industry associations, including IPMI (International Parking & Mobility Institute), NPA (National Parking Association), and various regional parking organizations. His commitment to excellence extends to his recognition as a Six Sigma Yellow Belt recipient.
With a remarkable 20-year career in the parking industry, Muhammad has consistently been at the forefront of innovation. He has led the implementation of cutting-edge technology and worked with cities to develop state-of-the-art design tools, redefining transportation practices to transform urban spaces into vibrant, thriving urban places. Muhammad stands as a steadfast subject matter expert, always ready and willing to assist and contribute to the success of our contracts. His experience includes transitioning and implementing over 30 municipal parking programs in the past 10 years including nationally recognized programs for the cities of San Francisco, Los Angeles and Nashville, TN.
Muhammad's academic journey includes studies at California State University, Long Beach, and the Said Business School at the University of Oxford. Furthermore, his dedication to the industry is exemplified by his achievement of Certified Administrator of Public Parking (CAPP) certification, which he received in 2022.
ROB MARONEY, CAPP – VICE PRESIDENT, GOVERNMENT SERVICES Rob, a seasoned professional with a distinguished career spanning over two decades, joined LAZ Parking in 2015 as the Vice President of Government Services. Based in Richmond, VA, Rob plays a pivotal role in overseeing and supporting the dynamic growth of our Government Services market, which encompasses municipal agencies and public-private partnerships.
Rob's extensive background is deeply rooted in government operations, management, and consulting.
His career commenced in municipal government, and over his 12+ years with Norfolk, VA, he ascended to the role of Director of Parking. Additionally, he served as the Director of Parking and Transportation for Virginia Commonwealth University, where he provided strategic oversight for the university's parking, transportation, and fleet management programs. As a testament to his dedication and leadership in the parking industry, Rob is actively engaged in several national and regional parking associations, currently serving on the Board of Directors for the Parking Association of the Virginias. He holds a Government and Fine Arts degree from the College of William & Mary and has earned the esteemed designation of Certified Administrator of Public Parking (CAPP).
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 14 Parking Enforcement References
California Based Municipal Parking Programs
San Mateo, California
SAN MATEO POLICE DEPARTMENT
In November 2019, LAZ Parking proudly commenced enforcement services for the vibrant community of San Mateo, California, triumphing in a competitive bid process. The comprehensive contract encompasses 8 vehicles equipped with cutting-edge cloudbased License Plate Recognition (LPR) technology by omniQ. Going beyond mere on-and-off street enforcement, LAZ takes the helm in managing traffic control and special events, adding an extra layer of support and convenience for the tight-knit Bay Area community and its 100,000+ residents. As the 11-member LAZ team, led by 1 Operations Manager, 1 Supervisor, and 9 dedicated Police Enforcement Officers, embarked on this endeavor, they swiftly implemented efficient enforcement solutions and citation services tailored to the unique parking landscape of the downtown area, consisting of 2,500 spaces.
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 15 Burbank, California
BURBANK POLICE DEPARTMENT
LAZ Parking was selected to provide parking enforcement services for the Burbank Police Department, Traffic Bureau in 2023. The collaboration between LAZ and the Burbank Police Department was initiated with the aim of augmenting the city's in-house parking enforcement efforts.
During this transitional phase, LAZ and the police department worked in tandem to educate residents and business owners about the benefits of this enhanced service. LAZ took a proactive approach by setting up informational booths at events like Police and Fire Day and National Night Out, providing an opportunity to engage with Burbank residents and attentively address their parking concerns.
Our dedicated LAZ staff underwent comprehensive training, encompassing both classroom instruction and hands-on field experience. This training covered a thorough understanding of the City's municipal codes and the California Vehicle Code. Additionally, our team learned how to seamlessly communicate with the PD's dispatch communication department, ensuring a coordinated and effective operation. To ease into the transition, a period of warnings was issued before the commencement of live enforcement.
Simultaneously, a targeted marketing campaign was launched to introduce the City to the new enforcement team. Since the go-live date in mid-June 2023, LAZ has demonstrated a significant increase in citation productivity. Moreover, we have earned the trust of the residents, resulting in improved parking compliance within the city. This collaborative effort represents a positive stride towards more effective parking enforcement, contributing to the overall well-being and orderliness of Burbank.
LAZ Parking doesn't just embrace technology; we thrive on it. Our cutting-edge program is a testament to our commitment to efficiency and innovation. Picture this: our patrol cars are equipped with state-of-theart Mobile License Plate Recognition (LPR) technology, a game-changer for efficient enforcement. With LPRs seamlessly integrated into all five patrol vehicles, our team can swiftly enforce regulations for residential parking permits and time-limited areas.
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 16 Santa Ana, California
SANTA ANA POLICE DEPARTMENT
Since 2018, LAZ Parking has been at the forefront of citywide parking enforcement for the City of Santa Ana, California.
Following the LAZ Parking and Serco acquisition that shifted oversight from Serco Parking, our collaboration with the Santa Ana Police Department ensures seamless contract services. Amidst this transition, accomplished within a swift 30 days, LAZ Parking underwent a comprehensive overhaul, introducing new processes, screening, training, and onboarding a dedicated staff. Remarkably, this transformation occurred with zero service interruptions, a testament to our commitment to meeting all deadlines set forth by the Santa Ana Police Department. Beyond day-to-day operations, LAZ Parking has been a steadfast partner in handling special assignments, providing additional staff as needed under the guidance of the SAPD parking supervisor.
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City of San Jacinto, CA | February 27, 2025 | Organization, Credentials, and Experience 17 West Hollywood, California
CITY OF WEST HOLLYWOOD PARKING DIVISION
Since the dawn of the new millennium in 2002, LAZ Parking has taken the reins of West Hollywood's vibrant on-street parking program. It's a tale of transformation, for this operation was once entrusted to Serco Parking until the LAZ and Serco acquisition in 2021, marking a new chapter in the story. With a keen eye on progress, we now manage a remarkable 2,500 parking spaces with a dedicated team of over 35 skilled individuals.
In the heart of July 2021, a new saga unfolded as LAZ Parking was bestowed with a prestigious nine-year contract for parking enforcement services, a treasure trove valued at $20 million and beyond. We deliver these turnkey parking enforcement services with unwavering dedication, available 24/7, 365 days a year.
Our mission? To uphold the peace of the parking realm, whether it's by vehicle, bike, or the steady rhythm of foot patrols. We command traffic with precision, offer swift dispatch services, extend a warm welcome at the front counter with unparalleled customer service, expertly manage encroachments and temporary permits, tow with grace, and even make court appearances if need be.
In the grand year of 2018, we added another jewel to our crown, West Hollywood's meter collection and maintenance program. Approximately 1900 IPS meters fell under our watchful eye, with annual revenues surpassing $6 million. Our squadron of meter collectors includes two Level 2 IPS certified technicians and industry veterans, ensuring that any downtrodden meters are swiftly restored to their former glory, with most issues resolved within a mere 4 hours.
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City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
18 ENFORCEMENT METHODOLGY
AND PROJECT APPROACH
The City of San Jacinto deserves an experienced parking company that has a track record of delivering top quality services that will align with the City’s goals and objectives. LAZ Parking is ready to work with the Sherriff’s Department team to bring consistency in its enforcement efforts. We will provide skilled and trained personnel, resources, and know-how to implement and sustain this essential service to the residents and stakeholders of the City.
Management Approach
We take a proactive management approach that ties in quality talent with the best-in-class processes supported by proven and tested technology systems. Our commitment to our municipal partners is that we will select quality talent that can represent both the City and LAZ in the most professional manner with a service mindset and an ambassador approach. We will streamline operations using stringent, repeatable, proven, and tested processes to ensure officer productivity, ticket accuracy and citizen satisfaction. We infuse each of the programs we manage with cutting edge technology and innovation to ensure optimal efficiency of the professional systems we operate alongside our municipal partners. We are confident we have the right solution for the City in the combination of our people, our processes supported by the right technologies and our delivery expertise.
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City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
19 Enforcement Methodology
Parking enforcement is an essential function of any on-street parking system. However, a successful parking enforcement program should not be defined solely by the volume of citations issued or revenue generated through parking violations. At LAZ Parking, we take a comprehensive approach, utilizing our national experience and industry best practices to create a culture of compliance. The goal of improved payment compliance and adherence to time restrictions is to generate turnover for the highest demanded parking spaces within the City’s business districts and most utilized areas.
CITIZEN CENTRIC APPROACH TO PARKING ENFORCEMENT
LAZ's commitment is to provide a customer-centric approach to parking enforcement. Unlike traditional parking enforcement programs, our approach focuses on public education as well as business and community outreach, fostering increased compliance without alienating us from the community.
We will provide a team of parking enforcement ambassadors that will not only be trained in the fundamentals of customer service, but we will also provide a uniformed and highly visible presence for aiding citizens and visitors every day.
Some examples of our efforts for public assistance as part of our enforcement services include:
• Providing brochures, directions, or a map to
someone looking for a particular place of
interest (e.g., Restaurant, Administration,
Library, etc.)
• Aiding customers with changing flat tires or
jump starting a dead battery
• Calling for Police assistance or reporting
suspicious activity
• Providing friendly explanation(s) of why a
vehicle received a parking ticket
• Explaining the appeals process to a citizen or
visitor that received a parking ticket
• Visiting merchants to discuss any problems or
parking concerns in a proactive and
professional manner
• Actively participating in merchant
and/residential association and civic meetings
• Attending community events to promote parking
Another part of our customer-centric approach will be providing an option for the City to use LAZ to manage the first level administrative review to address citations that may be unwarranted. The first level
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City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
20 administrative review allows us to correct matters associated with inadequate signage, malfunctioning meters, handicap parking and similar violations that should not burden the courts and/or the City’s various departments.
FOCUS ON PERSONABLE CUSTOMER SERVICE IS PARAMOUNT
Our parking enforcement teams proudly represent cities across the country using each citizen and stakeholder interaction as an opportunity to establish positive customer service. For citizens, we take an ambassador approach as a reflection of the city we are representing by being personable, compassionate, and helpful. For our stakeholders (City Departments, Code Compliance, Facilities, Special Events, City Council, other strategic City vendors, etc.) we use a local Program Manager model that can respond immediately in person to any questions or issues that arise. We have spent years honing relationships with a variety of stakeholders so we can approach the City’s parking issues lock step as a comprehensive team. We welcome the ability to assist the cities we serve in responding to citizen inquiries and concerns. As a strategic partner to each city we serve, we act as an extension of high-quality City services; therefore, focusing on customer service is the greatest strength in our service delivery approach.
STRINGENT STAFF SELECTION & TRAINING IS A PRIORITY
The essence of a strong enforcement program is dedicated, well-trained, properly selected staff that are paid competitive wages. We employ multiple methods to carefully select the most qualified enforcement personnel, train and educate our workforce, and provide them with tools needed to succeed. Our proven approach to training involves classroom, practical on-street, mentoring, and refresher training.
TARGETED POLICIES TO ENSURE FAIR & CONSISTENT ENFORCEMENT LAZ Parking has integrated policies and procedures that are tested and reviewed rigorously to ensure fair and consistent enforcement, ticket accuracy, and quality customer service. With the cooperative efforts of the cities we represent, we have gone beyond this level to identify additional methods focusing on ticket accuracy to minimize any room for error in ticket issuance that becomes an inconvenience for citizen(s). Working closely with City management across the U.S., this proactive approach has led to greater awareness and ability to address concerns that could negatively impact the overall parking experience.
Meeting the City of San Jacinto’s Enforcement Needs
As the City embarks on a new partnership with a reputable company to provide essential street sweeping parking enforcement services to its residents, stakeholders, and visitors, we at LAZ are confident that our team of experts are well suited to deliver the highest quality services that are needed and expected by the City.
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City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
21 Over the decades, LAZ Parking has developed the knowledge to successfully implement and deliver parking enforcement services for its many clients, many of whom outsourced the service for the first time. LAZ Parking has the experience and depth of support that will ensure a successful launch of the program as well as garner continued support from the community.
LAZ works with communities that have similar parking challenges. In each City that we contract with, our enforcement team is considered a vital part of the city’s services that help regulate and promote equitable parking for the residents, stakeholders, and visitors. Our primary focus is to improve compliance through fair and consistent practices. Our approach to meeting and exceeding all the requirements begins with our three principles; having an experienced supervisor overseeing the day-today operations, initial and ongoing training of staff, and utilizing technology to streamline the enforcement process.
Personnel- Recruiting, Onboarding and Training
EMPLOYEE REQUIREMENTS
Building a strong, skilled workforce that understands their roles and responsibilities is just part of what LAZ Parking does. We continue to foster the employees we have throughout our projects and carefully select new employees as positions become available. All new employees will meet all City and LAZ Parking employment requirements. LAZ Parking will comply with all existing Government Code and City policies. LAZ Parking will also comply with all the City’s standards and requirements for employees.
RECRUITING & HIRING PROCESS
PRE-EMPLOYMENT PROCESS
LAZ Parking has a comprehensive
pre- employment screening program
in place to make sure that only the
most qualified candidates are
chosen for employment. Preemployment screening is an
effective risk management tool that
promotes a safe and profitable
workplace by helping to limit the
uncertainty inherent in the hiring
process.
Our pre-screening techniques significantly reduce potential violence, theft, financial loss, sexual
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Packet Pg. 99
Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) Parking Enforcement Services Proposal
City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
22 harassment, and other workplace problems.
PRELIMINARY PRE-INTERVIEW SCREENING
At the front-end of the process, LAZ Parking has a dedicated LA-based talent acquisition team to pre-screen candidates before they are invited in for formal interviews. Hiring managers are trained in how to narrow down the potential pool of applicants to qualified individuals, and how to thoroughly check employment and personal references.
BACKGROUND CHECKS
All candidates for employment, prior to receiving an employment offer, must successfully pass a criminal background check. Depending on the preference of our client at any given location, candidates may also have to pass a pre-employment drug test.
THIRD-PARTY RECORD CHECKS
LAZ Parking uses the services of American Background Information Services, Inc., to perform background checks (including criminal record searches, credit history and motor vehicle record searches) on all prospective entry-level and management candidates. Screening of all management-level candidates, including supervisors, specifically covers criminal records, credit violations, motor vehicle driving infractions (if the positions involve driving), educational credentials and prior employment. Candidates for non-management positions that involve driving are screened for criminal and motor vehicle driving infractions. If the position does not involve driving, the candidate is screened for a criminal record.
PRE-EMPLOYMENT DRUG TESTS
Pre-employment drug testing is required of all candidates for employment. We administer similar drug screening tests at all managed locations.
INITIAL EMPLOYMENT
All new hires, full or part-time, are required to conform to the rules and regulations of LAZ and are expected to perform their duties in the best interests of LAZ and its customers. The Human Resources Department performs a criminal background check for all new hires and follows the guidelines set forth by state and local government. All new hires participate in LAZ Parking’s orientation program. Federal laws require that every employee must show proof of citizenship or a right-to-work document.
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Packet Pg. 100 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) Parking Enforcement Services Proposal
City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
23 PROACTIVE RECRUITING AND CONTINUOUS HIRING
Our local HR team is continuously recruiting and on-boarding to ensure staffing fills any turnover.
This allows us to have a large pool of candidates readily available to fill shifts. This proactive strategy mitigates the risk of being short-staffed due to turnover. In addition, LAZ hosts municipal specific job fairs at least twice a year to consolidate candidates for the various job positions available across all our locations. Each job fair has yielded at least 7-8 on-the-spot job offers.
PARKING ENFORCEMENT PERSONNEL AND TRAINING
LAZ Parking is aware of the impact initial and ongoing training has on the performance of our enforcement officers. We believe well- trained officers will ensure a high rate of enforcement resulting in increased compliance and reduce negative backlash from citizens who may protest effective enforcement. We will provide extensive in-house training with a formal induction program for new employees, continuing on-the-job training, and participation in training.
LAZ Parking staff working at this project will go through a 24-hour classroom style initial training and 32 hours of on-the-job training including field training with LAZ Parking supervisory staff.
As needed, we will also provide re-training and/or followup training required to correct deficiencies in performance. LAZ Parking will also provide staff with at least eight (8) hours of annual refresher courses and
training. Topics will include, but are not limited to,
Standard Operating Procedures (SOPs), changes in the
law, new aspects of the City’s parking program, refresher or expanded training in customer relations, conflict deescalation, and safety.
Continuing training, subject matter, and schedules will be reviewed and approved by the City representative prior to any training taking place.
New hires go through a combination of classroom and
field training, including ride-along training with
supervisors. New hire training typically lasts 1-2 weeks, following the curriculum shown in the table below.
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Packet Pg. 101 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) Parking Enforcement Services Proposal
City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
24 WEEK 1:
CLASSROOM
TRAINING
• LAZ Parking on-boarding and orientation
• Officer expectations and responsibilities
• Professional Demeanor
• Safety Guidelines
• Driving
• Uniform and personal appearance guidelines
• City policies and procedures
• Attendance & shift start/end expectations
• Handheld/Printer equipment overview
• City introduction
• Injury/Vehicle accident reporting
• Radio etiquette and NATO codes
WEEK 2:
CLASSROOM/FIELD
TRAINING
• Beat assignment maps
• Municipal Code and C.V.C. overview
• Permit Enforcement
• Impound and booting procedures
• Call logs
• Officer daily assignment sheet
• Appeals process and guidelines
• Introduction to Officer Performance Reviews
• Citation issuance overview and equipment training
• Field training
ENFORCEMENT VEHICLE
LAZ Parking will provide one (1) parking enforcement vehicle for parking enforcement activities based on the proposed staffing plan and specified in the cost proposal. With the approval of the City, it is our intent to provide brand new 2025 model Toyota Corolla Hybrid or comparable model. The vehicle will be equipped with the following hardware and software.
GLOBAL POSITIONING SYSTEM (GPS) AND DASH CAMERAS
As part of LAZ’s commitment to safety, each vehicle will be equipped with GPS tracking units and dash cameras. LAZ utilizes Samara, a state-of-the-art vehicle telematics system. This type of tracking system will provide up to 60-second updates on
vehicle movement, driving behavior, and idle
times and send alerts to emails and cell
phones for infraction of a set rule.
The ability to monitor movement and driving
behavior and patterns of enforcement officers
will allow management to address issues
promptly, create efficiencies, and improve
officer productivity. Not only does the system provide a live feed of vehicle activity, but also records are
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Packet Pg. 102 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) Parking Enforcement Services Proposal
City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
25 archived in case of complaints (e.g., for driving over the speed limit or skipping violating vehicles). The record can be traced back to the driving officer’s activity for that day and time.
Dash cameras, both driver-facing and street facing, are essential tools for any site supervisor. Infractions such as inattentive driving, mobile device usage, and no seat belt, are different alerts sent to the site supervisor to coach employees on the important of safe driving.
SAFETY LIGHTS
Vehicle will be mounted with alternating LED lights. These lights will be used when staff are patrolling to warn other vehicles about their vehicle’s slower movement.
VEHICLE MARKING
LAZ Parking will obtain City approval prior to
ordering decals for the marking of all vehicles. All
vehicles will have markings clearly identifying all LAZ Parking vehicles. The rear of all patrol vehicles will
have a sign warning of frequent vehicle stops. We
propose a sign for driver and passenger side of each
vehicle with marking like the sample picture.
VEHICLE MAINTENANCE PLAN
LAZ Parking takes pride in delivering our very best to our customers and clients. This is reflected in how we carry ourselves, our clean uniforms, and the proper care of equipment, including our vehicles. Our enforcement vehicles reflect the detail and care we take in every aspect of our business. LAZ Parking will provide new, eco-friendly Toyota Corolla Hybrids’ for this contract and will take measured steps to ensure these vehicles are well maintained and presentable to the public.
The fleet maintenance plan will include a monthly
record of maintenance performed on each vehicle by
Date, Unit number, Vendor, maintenance performed,
and cost. A vehicle inspection log is incorporated in
the Officer Daily Log to document daily vehicle
inspections. Parking enforcement officers and
supervisors are responsible for daily inspections of the vehicles and supervisors are responsible for weekly vehicle maintenance inspections. Every vehicle will be washed on a weekly basis.
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Packet Pg. 103 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) Parking Enforcement Services Proposal
City of San Jacinto, CA | February 27, 2025 | Enforcement Methodolgy and Project Approach
26 UNIFORMS AND STAFF IDENTIFICATION
LAZ Parking acknowledges that the City must approve all uniforms. As ambassadors of the City, we recognize the
importance of employee appearance. We will ensure that our staff is supplied with proper uniform and appropriate
equipment needed to do their jobs well and safely.
Staff will be provided with a set of uniform shirts and pants to make sure they always maintain a professional appearance.
Our staff will be issued jackets and hats for inclement weather. Additionally, LAZ Parking will provide our staff member with photo identification, name tag, and a badge that clearly state the company name and the staff person’s name.
For enforcement operations, we propose an ambassador style uniform that include uniform shirts (color selected by City) and dark trousers/shorts, black leather boots/shoes, black leather belt, silver color name plate, operable, high visibility traffic safety vests, highly visible rain gear, dark blue or black baseball cap with “Parking Enforcement” embroidered in white. The standard LAZ Parking ID badges contain the employee’s picture and LAZ Parking employee ID number, which the employees will always wear while on duty.
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Packet Pg. 104 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) Parking Enforcement Services Proposal
City of San Jacinto, CA | February 27, 2025 | Cost Proposal 27
COST PROPOSAL
COST OF LIVING ADJUSTMENT (COLA)
LAZ proposes to hold the price the same for Contract Year 1 and Contract Year 2. Starting from Year 3 of the contract, cost of services rates shall be adjusted based upon the annual percentage change in the Consumer Price Index (CPI-U) for the regional area, published by the Department of Labor, Bureau of Statistics. Our proposed COLA increase is 3% for Contract Year 3, Contract Year 4 and Contract Year 5.
Year 1 Year 2 Year 3 Year 4 Year 5
Hourly Annual Hours
Enforcement Labor $48.83 1960 95,706.80 95,706.80 98,578.00 101,535.34 104,581.40 Inclusive of the following costs:
Wages & Salaries
Payroll Taxes & Benefits
Workers Comp
Other Direct Charges (ODCs) 22,010.00 22,010.00 22,670.30 23,350.41 24,050.92 Inclusive of the following costs:
Vehicle Costs
Insurance Costs
Vehicle Insurance
General Liability
Fuel Expense
Vehicle M&O Costs
Accounting Fees
Uniforms
Cell Phone
Management Fee
G&A, OH, and all other expenses
Estimated Annual Project Cost 117,716.80 117,716.80 121,248.30 124,885.75 128,632.33
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Packet Pg. 105 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) 24438.00000\30452526.3
(BB&K 2021) Exhibit “B”-1 Professional Services Agreement EXHIBIT "B"
SCHEDULE OF SERVICES
[REFER TO EXHIBIT A]
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Packet Pg. 106 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) 24438.00000\30452526.3
(BB&K 2021) Exhibit “C”-1 Professional Services Agreement EXHIBIT "C"
COMPENSATION
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Riverside-San Bernardino-Ontario.
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Packet Pg. 107 Attachment: Parking Enforcement Contract DRAFT (Parking Enforcment Services) April 15, 2025
TO: City Council
REQUESTED BY: Preston Sullens, Superintendent
APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Surplus Declaration – Authorization to Auction Vehicles RECOMMENDATION:
Staff recommends that the City Council declare as surplus certain vehicles shown below and direct the City Manager or designated representative to sell the vehicles at auction.
DISCUSSION:
The City maintains a fleet of vehicles necessary to support City operations. While appropriate attention is paid to vehicle maintenance in order to ensure the vehicle life is extended, it is necessary to occasionally surplus vehicles from the fleet as they reach the end of their useful lives or as the City’s operational needs change.
The vehicles below are to be designated as surplus because they have reached the end of their useful life due to years in service, high mileage, high repair and maintenance costs, or have been replaced by newer vehicles.
*The law enforcement vehicles have had the emergency response equipment removed.
Unit Year Make Model VIN Mileage
236253 2008 GMC Canyon 1GTCS199188153532 49,108
23623V 2018 Toyota RAV4 Hybrid JTMRJREV5JD198923 40,194 23623W 2018 Toyota RAV4 Hybrid JTMRJREV1JD198580 34,784 23623Z 2018 Toyota RAV4 Hybrid JTMRJREV5JD198601 34,722 236242 2018 Toyota RAV4 Hybrid JTMRJREVXJD198576 33,849 236243 2018 Toyota RAV4 Hybrid JTMRJREV2JD198586 15,970 23624G* 2006 Dodge Magnum 2D4FV47T36H242162 79,268
23624Q* 2008 Dodge Ram 1500 1D7HA18N58S537698 137,821
23623Q 2008 Ford F-250 1FDNF20538EC83972 87,261
23623R 2008 Ford F-250 1FTSW20588EC83969 104,242
236255 2008 GMC Sierra 1500 1GTEC19C88Z295629 74,419
236259 2012 Ford F-250 1FDBF2A68CEC42995 39,199
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Ordinance 22-01 governing bidding, contracting, and purchase of supplies, services, and equipment (commonly known as the “Purchasing Ordinance”), Section 3.08.090 “Surplus supplies and equipment”, dictates that supplies, materials, and equipment which are no longer used or which becomes obsolete can be declared surplus by the purchasing officer (City Manager) who is further authorized to sell such items. Any items of an estimated value of $10,000 or more require a City Council approved declaration.
FISCAL IMPACT:
The City’s vehicle replacement fund will be credited with the proceeds from the vehicle sales.
ATTACHMENTS:
Surplus Declaration and Authorization to Auction
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STATE OF CALIFORNIA ) RESOLUTION NO.
COUNTY OF RIVERSIDE)ss
CITY OF SAN JACINTO )
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN JACINTO, CALIFORNIA, DECLARING CERTAIN
VEHICLES TO BE SURPLUS TO THE NEEDS OF THE CITY
AND AUTHORIZES THE CITY MANAGER OR DESIGNATED
REPRESENTATIVE TO EXECUTE THE SALE AT AUCTION OF
SAID VEHICLES FOR THE COMMON BENEFIT, SUBJECT TO
CITY COUNCIL APPROVAL.
WHEREAS, the City of San Jacinto owns certain vehicles which are now surplus to the needs of the City and are not required for providing continued municipal services; WHEREAS, the City Council desires to declare such property surplus and authorize the City Manager, or designated representative to arrange for and to execute the sale at auction of said vehicles.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:
Section 1: The City Council hereby determines and finds that certain vehicles described below is surplus to the needs of the City and is not required for providing continued municipal service.
Section 2: The City Manager, or designated representative, is authorized to arrange for and to execute the sale at auction of said property.
Unit Year Make Model VIN Mileage
236253 2008 GMC Canyon 1GTCS199188153532 49,108
23623V 2018 Toyota RAV4 Hybrid JTMRJREV5JD198923 40,194 23623W 2018 Toyota RAV4 Hybrid JTMRJREV1JD198580 34,784 23623Z 2018 Toyota RAV4 Hybrid JTMRJREV5JD198601 34,722 236242 2018 Toyota RAV4 Hybrid JTMRJREVXJD198576 33,849 236243 2018 Toyota RAV4 Hybrid JTMRJREV2JD198586 15,970 23624G* 2006 Dodge Magnum 2D4FV47T36H242162 79,268
23624Q* 2008 Dodge Ram 1500 1D7HA18N58S537698 137,821
23623Q 2008 Ford F-250 1FDNF20538EC83972 87,261
23623R 2008 Ford F-250 1FTSW20588EC83969 104,242
236255 2008 GMC Sierra 1500 1GTEC19C88Z295629 74,419
236259 2012 Ford F-250 1FDBF2A68CEC42995 39,199
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Packet Pg. 110 Attachment: Surplus Declaration and Authorization to Auction (Surplus Declaration – Authorization to Auction Vehicles) PASSED APPROVED AND ADOPTED this 15
th day of April, 2025.
City of San Jacinto
___________________
Valerie Vandever, Mayor
ATTEST:
___ _ ___
Julia Espinoza, City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
___ _____
Craig Hayes, City Attorney
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Packet Pg. 111 Attachment: Surplus Declaration and Authorization to Auction (Surplus Declaration – Authorization to Auction Vehicles)
CERTIFICATION
I, Julia Espinoza, City Clerk of the City of San Jacinto, do hereby certify that the foregoing Resolution No. is the actual resolution duly and regularly adopted by the City Council at a regular meeting on the 15
th day of April, 2025, by the following vote to wit:
Ayes:
Nays:
Absent:
Abstain:
_____________________
Julia Espinoza, City Clerk
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Packet Pg. 112 Attachment: Surplus Declaration and Authorization to Auction (Surplus Declaration – Authorization to Auction Vehicles)
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Packet Pg. 113 Attachment: Surplus Declaration and Authorization to Auction (Surplus Declaration – Authorization to Auction Vehicles) April 15, 2025
TO: City Council
REQUESTED BY: Mathew Osborn, Superintendent
APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Change Order for Grand Well Improvements (SCADA Upgrades) CIP RECOMMENDATION:
Staff recommends that the City Council:
. Appropriate additional funding in the amount of $124,117 from the Water Enterprise Fund's unrestricted net position for CIP 25-005, SCADA Replacement Program; and . Approve the supplemental purchase of the additional SCADA system components from RoviSys.
DISCUSSION:
On July 16, 2024, the City Council approved a $605,407 contract with RoviSys to replace the City’s outdated Supervisory Control and Data Acquisition (SCADA) system. This upgraded SCADA system—vital for monitoring and controlling the City’s water treatment and distribution operations—is currently being integrated into municipal facilities.
On November 19, 2024, the City Council authorized an additional $114,946 for similar work at the Bath Well Treatment Plant. Council approval is required to proceed with the same scope of work at the Grand Well Site.
Upon initiating communication between RoviSys and the Grand Well Treatment Plant design engineer, Civiltec, additional needs were identified for the system to function as intended.
Specifically, a new electrical sub-panel, updated wiring, and a Programmable Logic Controller (PLC) are required to fully operate the Grand Well Treatment Plant on the new SCADA controls.
The primary function of the new PLC will be to serve as the control center for the SCADA system at the Grand Well site. It will manage operations such as the starting and stopping of the Grand well, activation of booster pumps, regulation of treatment plant processes, and control of chlorine dosing pumps. Without the PLC and new panel, the SCADA system at the Grand Well Treatment Plant site will lack the necessary functionality, limiting the City's ability to manage one of its most essential water sites effectively.
The need for the additional panel and PLC components was not identified in the original scope for the Grand Well Treatment Plant construction project because it is specialized work requiring the expertise of the City’s SCADA programmer Rovisys to install and program.
RoviSys was selected for the SCADA replacement project through a competitive bidding process, offering a bid of $605,407, significantly lower than the next bid of $1,234,986 from Stellar Technology.
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To fully operationalize the Grand Well Treatment Plant on the new SCADA system, City staff recommends proceeding with the purchase and installation of the necessary panel, wiring, and PLC components. These components are essential to ensure the Grand Well and Treatment Plant site achieves the required control capabilities under the updated SCADA system.
FISCAL IMPACT:
The supplemental purchase, totaling $124,117, will be funded through the Water Enterprise Fund's unrestricted net position, with no impact on the General Fund.
ATTACHMENTS:
Change Order for Grand Well SCADA (RoviSys)
Change Order Summary for Grand Well SCADA (RoviSys)
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www.rovisys.com North America | Asia | Europe
City of San Jacinto
Grand Well and Treatment Improvements
For
Mathew Osborn
Water Utilities Superintendent
City of San Jacinto
270 Bissell Place, San Jacinto, CA 92582
P: 951.487.7330 x755 C: 951.537.7721
[email protected]
Prepared by
Mike Perez Aiden Hall
Proposal Number Project Engineer System Engineer
COSAJ24A02-A 919.387.1200 ext. 86356 562.447.3808
March 21, 2025 [email protected] [email protected]
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Packet Pg. 116 Attachment: Change Order for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) COSAJ24A02-A March 21, 2025
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Table of Contents
1 Project Proposal ....................................................................................................... 4
1.1 Project Overview .......................................................................................................................... 4
1.2 Basis for Proposal ....................................................................................................................... 5
1.3 Services Scope and Deliverables .................................................................................................. 7
1.4 RoviSys Assumptions ................................................................................................................ 24 2 Pricing ................................................................................................................... 25
2.1 Pricing Summary....................................................................................................................... 25
2.2 Fixed Services Breakout ............................................................................................................ 25
2.3 Outside Hardware and Services Total ........................................................................................ 26 3 Terms and Conditions ............................................................................................ 27
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Packet Pg. 117 Attachment: Change Order for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) COSAJ24A02-A March 21, 2025
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Proposal Revision History
Rev Date Description
A March 21, 2025 Initial Revision
B -
NOTICE
This document contains RoviSys proprietary information and has been provided for the sole purpose of evaluation. Acceptance of the document constitutes agreement that the recipient shall not disclose RoviSys proprietary information to any third party in whole or in part or transmit any documents or copies thereof in whole or in part to any third party without the expressed written consent of The RoviSys Company.
All copyrights and trademarks remain the property of their respective owners.
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Packet Pg. 118 Attachment: Change Order for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) COSAJ24A02-A March 21, 2025
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1 Project Proposal
1.1 Project Overview
City of San Jacinto has requested that RoviSys provide a proposal in response to the Construction of the New Grand Treatment Plant Facility and Equipping of the New Grand Well Project. Construction of the Grand Treatment Plant and Equipping of the New Grand Well effort will run in parallel with ongoing SCADA Migration. Construction of the Grand Treatment Plant and Equipping of the New Grand Well calls for Integrator (RoviSys) to:
Design Radio Communications
o 5 GHz radio and flat panel
integrator.
Design/build RTU-100 control panel
RTU-100 OIT (Operator Interface Terminal) Configuration o RTU-100 OIT will be part of VTScada plant wide SCADA instance. o If radio fails, thin client can still run RTU-100 locally.
RTU-100 PLC (Programmable Logic Controller) Configuration
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Packet Pg. 119 Attachment: Change Order for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) COSAJ24A02-A March 21, 2025
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1.2 Basis for Proposal
The information in the following sections reflects the estimated quantities used as the basis for this proposal. These quantities are derived from the data provided and are utilized for estimation purposes only. Final field quantities will be determined during the design portion of this control system project. This proposal is based on bid documents received from City of San Jacinto, and subsequent communications.
This Request for Proposal includes the following documents:
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Packet Pg. 120 Attachment: Change Order for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) COSAJ24A02-A March 21, 2025
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1.2.1 I/O Quantities per P&ID Drawings
IO Type Hardwired to
RTU-100 Qty
Analog Inputs 10
Analog Outputs 3
Digital Inputs 24
Digital Outputs 6
Total Hardwired I/O 43
IO Type Soft IO from OEM Qty
Analog Inputs 12
Analog Outputs 7
Digital Inputs 58
Digital Outputs 54
Total Hardwired I/O 131
1.2.2 Graphics Quantities
An estimated total of 10 overview displays to be incorporated into RTU3.A.6.a Packet Pg. 121 Attachment: Change Order for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) COSAJ24A02-A March 21, 2025
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1.3 Services Scope and Deliverables
RoviSys will provide the following scope items to meet the project requirements for RTU-100 as defined in the specifications and drawings. All RoviSys scope is limited to called out sections located within Division 40 PROCESS of the bid specification, plus supporting sections called out: Division 01 GENERAL and Division 26 ELECTRICAL. These sections are identified below along with a summary of the scope that RoviSys will provide, as well as any exceptions/clarifications associated with that scope.
Section Title Notes
40 00 00 INSTRUMENTATION GENERAL
REQUIREMENTS Excluded
40 05 13 COMMON WORK RESULTS FOR PRCOESS
PIPING Excluded
40 05 13.09 FLUSHING AND DISINFECTION Excluded
40 05 13.10 FLUSHING AND TESTING Excluded
40 05 13.11 LEAK TESTING OF PIPING Excluded
40 05 13.13 STEEL PROCESS PIPING (BLACK AND
GALVANIZED) Excluded
40 05 13.53 DUCTILE, MALLEABLE, AND CAST IRON
ALLOYS PROCESS PIPING Excluded
40 05 23 COMMON WORK RESULTS FOR PROCESS
VALVES Excluded
40 05 29 HANGERS AND SUPPORTS FOR PROCESS
PIPING SYSTEMS Excluded
40 80 01 TESTING, CALIBRATION AND
COMMISSIONING Excluded
40 90 00 INSTRUMENTATION AND CONTROLS FOR
PROCESS SYSTEMS
Included, see below
section for additional
details
40 91 19.29 PRESSURE TRANSMITTERS Excluded
40 91 19.30 PRESSURE AND DIFFERENTIAL PRESSURE
SWITCHES Excluded
40 91 23.35 FLOW PROCESS MEASUREMENT DEVICES
MAGNETIC Excluded
40 91 23.37 LEVEL PROCESS MEASUREMENT DEVICES
LEVEL SWITCHES Excluded
40 91 23.40 LEVEL PROCESS MEASUREMENT DEVICES
PRESSURE TYPE Excluded
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Section Title Notes
40 91 23.41 LEVEL PROCESS MEASUREMENT DEVICES
ULTRASONIC Excluded
40 91 23.42 LEVEL PROCESS MEASUREMENT DEVICESSUBMERSIBLE Excluded 40 91 23.55 LIMIT AND POSITION SWITCHES Excluded
40 96 36 PROCESS CONTROL DESCRIPTIONS
Included, see below
section for additional
details
01 00 00 GENERAL REQUIREMENTS Excluded
01 04 50 EXISTING FACILITIES Excluded
01 11 00 SUMMARY OF WORK Excluded
01 14 13 ACCESS TO SITE Excluded
01 14 16 COORDINATION WITH THE OWNER Excluded
01 14 19 USE OF SITE Excluded
01 20 00 PRICE AND PAYMENT PROCEDURES Excluded
01 31 19 PROJECT MEETINGS Excluded
01 32 16 CONSTRUCTION PROGRESS SCHEDULE Excluded
01 32 19 SUBMITTALS SCHEDULE
Included, see below
section for additional
details
01 33 00 SUBMITTAL PROCEDURES Excluded
01 33 23 SHOP DRAWINGS, PRODUCT DATA, AND
SAMPLES
Included, see below
section for additional
details
01 40 00 QUALITY REQUIREMENTS Excluded
01 42 13 ABBREVIATIONS Excluded
01 42 19 REFERENCE STANDARDS Excluded
01 45 16 FIELD QUALITY CONTROL PROCEDURES Excluded
01 45 16.13 CONTRACTOR QUALITY CONTROL Excluded
01 51 00 TEMPORARY UTILITIES Excluded
01 52 19 SANITARY FACILITIES Excluded
01 55 26 TRAFFIC CONTROL Excluded
01 56 26 TEMPORARY FENCING Excluded
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Section Title Notes
01 57 19 TEMPORARY ENVIRONMENTAL CONTROLS Excluded
01 60 00 PRODUCT REQUIREMENTS Excluded
01 65 00 EQUIPMENT TESTING, TRAINING, AND
STARTUP
Included, see below
section for additional
details
01 66 00 PRODUCT STORAGE AND HANDLING
REQUIREMENTS Excluded
01 71 13 MOBILIZATION Excluded
01 71 18 SITE ACCESS AND STORAGE Excluded
01 71 23 CONSTRUCTION SURVEYING Excluded
01 71 31 PROTECTION OF EXISTING FACILITIES Excluded
01 73 50 TESTING, DISINFECTION OF WATER
FACILITIES Excluded
01 77 00 CLOSEOUT PROCEDURES
Included, see below
section for additional
details
01 78 23 OPERATION AND MAINTENANCE DATA
Included, see below
section for additional
details
01 78 39 PROJECT RECORD DOCUMENTS
Included, see below
section for additional
details
01 79 00 FINAL ACCEPTANCE TESTING
Included, see below
section for additional
details
26 00 00 GENERAL ELECTRICAL REQUIREMENTS
Included, see below
section for additional
details
26 00 01 PACKAGED SYSTEM AND CONTROL PANELS
Included, see below
section for additional
details
26 00 60 ELECTRICAL DEMOLITION Excluded
26 01 27 ELECTRICAL ACCEPTANCE TESTING Excluded
26 05 19 LOW VOLTAGE ELECTRICAL POWER
CONDUCTORS AND CABLES
Included, see below
section for additional
details
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Section Title Notes
26 05 26 GROUNDING AND BONDING FOR ELECTRICAL
SYSTEMS Excluded
26 05 33 PULLBOXES FOR ELECTRICAL SYSTEMS Excluded
26 05 35 CONDUIT FOR ELECTRICAL SYSTEMS Excluded
26 05 53 IDENTIFICATION FOR ELECTRICAL SYSTEMS Excluded 26 05 73 POWER SYSTEM STUDY Excluded
26 05 83 WIRING CONNECTIONS
Included, see below
section for additional
details
26 05 90 ENCLOSURES GENERAL GRAND NOT
PROVIDED. Excluded.
26 09 13 ELECTRICAL POWER MONITORING Excluded
26 09 16 ELECTRICAL CONTROLS AND RELAYS Excluded
26 21 00 LOW VOLTAGE ELECTRICAL SERVICE
ENTRANCE Excluded
26 22 13 LOW VOLTAGE DISTRIBUTION
TRANSFORMERS Excluded
26 22 20 MINI POWER CENTERS Excluded
26 24 13 SWITCHBOARDS Excluded
26 24 16 PANELBOARDS Excluded
26 24 19 MOTOR CONTROL CENTER Excluded
26 27 26 WIRING DEVICES Excluded
26 27 27 WEATHERPROOF WHILE IN USE OUTLET
ENCLOSURES Excluded
26 28 17 ENCLOSED SWITCHES Excluded
26 29 13 MOTOR STARTERS Excluded
26 29 23 VARIABLE FREQUENCY MOTOR
CONTROLLERS Excluded
26 32 26 ENGINE DRIVEN GENERATOR SET Excluded
26 36 23 AUTOMATIC TRANSFER SWITCH Excluded
26 43 00 SURGE PROTECTIVE DEVICES Excluded
26 50 00 LIGHTING Excluded
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Section Title Notes
26 05 09 LOW VOLTAGE MOTORS UP TO 500
HORSEPOWER Excluded
01 32 19 Submittals Schedule
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. RoviSys to expect 10-15 calendar days after receipt by the Owner for review of each submittal, including re-submittals.
2. RoviSys submittal cover sheets to include name, address, telephone number, submittal number, date, contract title / number, subcontractor information if applicable.
3. Each RoviSys submittal includes applicable drawings and specification references.
Exclusions:
1. CONTRACTOR responsible for all other requirements in this specification.
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01 33 23 Shop Drawings, Product Data & Samples
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. Panel drawings shall be produced using AutoCAD.
2. 3. Panel drawings shall include external panel details, internal panel details, power distribution, PLC schematics, loop/interconnect drawings, and network architecture details. A symbol distribution legend shall be provided as required.
4. Custom title block shall be produced with
a. Drawing number, date, title, revision, number, and sheet number b. Name of CONTRACTOR
c. Contract number.
d. Subcontractor/manufacturer name (if applicable)
e. Name of installation location
5. Product data shall be provided. Applicable submittals shall have a technical literature section to illustrate/describe each BOM item.
6. Model number and serial numbers shall be provided in the O&M manual. Hardware Factory Acceptance Testing shall provide steps to record all serial numbers.
Exclusions:
1. Elevation view drawings with conduit details not included.
2. No samples to be provided by RoviSys.
3. Certificate of compliance to be produced by others.
4. Contract sheet number, contract page number will be provided in respective specification check sections in submittals, not title blocks.
5. Seismic studies to be provided by others.
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01 65 00 Equipment Testing, Training, and Startup
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. per District approved design drawing packages. RoviSys panel testing is conducted by the project engineers during fabrication and upon final completion of the panels.
Panel testing will be documented in the Hardware Factory Acceptance Testing report with pictures.
2. RoviSys shall provide proposed dates for training, site acceptance testing, and operations/maintenance training that relate to RTU-100.
3. Training shall not commence until O&M manuals have been accepted.
Exclusions:
1. Video recordings shall be coordinated and provided by others for training. 01 77 00 - Closeout Procedures
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. CONTRACTOR to submit all approved submittals to District prior to formal closeout in a transmittal format. RoviSys shall provide all as built material to CONTRACTOR prior to close out.
Exclusions:
1. Construction cleanup to be done by others.
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01 78 23 Operation and Maintenance Data
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. RoviSys shall produce an Operation and Maintenance (O&M) Manual submittal for review/approval in an electronic format.
Exclusions:
1. Hard copy prints with binders shall be provided by others.
2. Soft copy backups via USB/CD shall be provided by others.
SECTION 01 78 39 PROJECT RECORD DOCUMENTS
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. Installation, testing and startup reports shall be included in the final O&M submittal.
2. As built drawings shall be included in the final O&M submittal. Both pdf and dwg formats shall be provided.
3. Final payment shall be granted once final O&M submittal is approved.
Exclusions:
1. Certificates of inspection and acceptance by local governing agencies to be provided by others.
2. Others to submit Record Drawings to Safeway Vons DC on behalf of RoviSys.
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SECTION 01 79 00 FINAL ACCEPTANCE TESTING
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. Approval of hardware SAT report submittal and software SAT report submittal indicate that all system availability requirements and final system acceptance have been met.
2. As built drawings shall be included in the final O&M submittal. Both pdf and dwg formats shall be provided.
3. Final payment shall be granted once final O&M submittal is approved.
Exclusions:
1. Certificates of inspection and acceptance by local governing agencies to be provided by others.
2. Others to submit Record Drawings to Safeway Vons DC on behalf of RoviSys.
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SECTION 26 00 00 GENERAL ELECTRICAL REQUIREMENTS
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. Panel shall be fabricated at a UL listed panel shop.
2. Panel drawings shall include external panel details, internal panel details, power distribution, PLC schematics, loop/interconnect drawings, and network architecture details. A symbol distribution legend shall be provided as required.
3. Wire labels and numbers to be provided in panel drawings.
4. Contractor to provide all applicable vendor submittals related to field wiring for RTU-100 to RoviSys.
5. Final payment shall be granted once final O&M submittal is approved.
6. Power up, power down procedures to be provided in O&M submittals.
7. Loop/interconnect drawings for RTU-100 will only show power/controls/networking interconnects to hardwired field devices. Circuit numbers, conduit sizes, number of conductors, and major junction boxes (if any) shall be shown.
8. Nameplates, labels, and legend plates to be provided.
9. Control wire markers to be provided by panel manufacturer.
10. Heating/cooling calculations shall consider the site conditions provided in spec.
11. Multiple sources of power hazard sign and general electrical danger signs to be provided.
Exclusions:
1. Anchoring devices and supports to be provided by others.
2. Utility coordination to be executed by others.
3. Concrete pad or foundations to be provided and installed by others.
4. Seismic studies to be provided by others.
5. Conduits and any accessories to be installed/provided by others.
6. Arc flash studies to be provided by others.
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26 00 01 Packaged System and Control Panels
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. Panel drawings to show power & controls interconnects to hard IO connected to RTU-100.
2. Follow hardware requirements called out.
Exclusions:
1. No control/power interconnects drawings to be provided outside of P&ID drawing Sheets 1,2, 4, 5.
26 05 19 Low Voltage Electrical Power Conductors and Cables RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. Panel drawings shall follow 20 05 19 for internal controls, power, and networking cabling.
2. Follow hardware requirements called out.
Exclusions:
1. Field wiring and conduits provided by others.
2. Wire pulling provided by others.
3. Cable pulling calculations by others.
26 05 83 Wiring Connections
RoviSys accepts all the responsibilities identified in this section, with inclusions/exclusions noted below.
Inclusions:
1. Follow hardware requirements called out for power/controls terminal blocks, fuse holders, terminal strips, grounding blocks, and ancillary terminal strip details.
Exclusions:
1. n/a
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40 90 00 Instrumentation & Controls for Process Systems RoviSys accepts all the responsibilities identified in this section, with inclusion/exclusions noted below.
Inclusions:
1. RTU-100 hardware and software submittals.
2. RTU-100 hardware FATs and SATs.
3. Provide FAT procedure for factory inspection,
4. Programming methodology, control strategies, and ancillary application software to be provided in software submittal. Applicable for OIT and PLC configurations.
5. Equipment shall received 120VAC to power enclosure.
6. Calculate temperature based on indoor and outdoor provided data.
7. Power supplies shall be 24VDC, 10A minimum.
8. Signal isolators / surge protection shall be provided for analog 4-20mA signals.
9. Interposing relays shall be provided as needed all discrete signals (input/outputs).
10. Dual power supplies and UPS shall be provided and shall be monitored by PLC.
11. integrator.
12. System validation shall be provided for RTU-100 at panel shop and in the field.
Exclusions:
1. Printing of O&M manuals by others.
2. Power monitor meters from 26 09 13 are not in scope. P&IDs do not show hard/soft IO needs to be incorporated into SCADA.
3. Programming/design of FCP-100 control panel, HMI, and PLC.
4. RoviSys will NOT perform any of the following services as part of this contract:
Installation of control panels or instrumentation.
Installation of electrical conduit.
Pulling of wiring or cables.
Field device or control panel wire terminations.
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40 96 36 Process Control Descriptions
RoviSys accepts all the responsibilities identified in this section, with inclusion/exclusions noted below.
Inclusions:
1. RTU-100 HMI and OIT shall be configured per process narratives mentioned in 40 96 36.
Exclusions:
1. Programming/design of FCP-100 control panel, HMI, and PLC.
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See estimated deliverables below
Items in blue are SCADA project, no cost to this project.
Items in red
modifications.
Submittal
Number
Submittal Name Descriptions
1 RTU-100 Control Panel
Design Submittal
Bill of Materials
Enclosure hardware
Subpanel hardware
Schneider PLC
Technical Literature
Power Load Study
Heat Load Study
loop & interconnect drawings relative to
RTU-100
Hard IO list
Procure and build once submittal is
approved.
2 Grand Well Radio Design
Submittal
Design/procure 5GHz radio and flat panel
antenna.
Procure radio and flat panel once submittal
is approved.
Updates to Cybervision instance from
server, updates to Cisco 3300 switch.
3 RTU-100 Hardware FAT
Protocol
Panel Shop Energized/Non-Energized
steps, including:
IP Pings
Simulated discrete/analog values
using Fluke
4 RTU-100 Hardware FAT
Report
Pictures
Signatures (remotely or in person)
Redlined drawings, As Built drawings
Serial numbers
5 RTU-100 Software Design
Submittal
PLC & OIT Functional Specification
(modifications to ongoing Grand Well FS
docs)
Soft IO List: Data sharing spreadsheet
(RTU-100 to Filter FCP-100 panel)
OIT Configuration and Screen Graphics
RTU 100
PLC configuration RTU 100 (add-on
configurations)
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IP addresses
6 RTU-100 Software FAT
Protocol
Using simulated values in remote environment or panel
shop:
Test Operational Logic
Test Failure responses
Test Adjustable Setpoints
Test Interlocks
Test Calculated Variables
Test Alarms
Test Graphic Displays
7 RTU-100 Software FAT
Report
Pictures/screenshots and signed forms by all parties
(remotely or in person)
8 RTU-100 Hardware SAT
Protocol
Once all field wiring has been terminated and energized:
IP Pings
De-Energized and Energized checks
Loop checks of hardwired discrete/analog
values
Soft IO loop check
9 RTU-100 Hardware SAT
Report
Pictures and signed forms by all parties (remotely or in person)
10 RTU-100 Software SAT
Protocol
Using real values:
Test Operational Logic
Test Failure responses
Test Adjustable Setpoints
Test Interlocks
Test Calculated Variables
Test Alarms
Test Graphic Displays
11 RTU-100 Software SAT
Report
Pictures and signed forms by all parties (remotely or in person)
12 RTU-100 Final O&M Includes final as built RTU-100 drawing
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1.3.1 Project Meetings
The following table is a summary of the quantity of meetings proposed for this project. Below the table describes the purpose of each meeting type.
Meeting Description Qty Duration
RoviSys
Resources
Location
Weekly Client Project Status Meetings
(Civeltec/SAJ) 6 1-Hr 2 Remote
Weekly Internal Status Meetings 3 30-Min 3 RoviSys
Internal
Design Review Meetings 3 1.5-Hr 1 Remote or
In Person
RoviSys will conduct regularly scheduled project status review meetings with City of San Jacinto project personnel to review progress and address issues.
Items that will be reviewed during these meetings include:
Review of previous meeting minutes and project action item log Review of project schedule and/or planning documents
Review & status of scheduled deliverables
Review of technical and design topics
The agenda of these meetings will be flexible throughout the course of project to address current and upcoming tasks. For example, when the project is close to the on-site phase, the project status meeting will focus on planning and coordination of the on-site activities.
1.3.1.1 Design Review Meetings
Design Reviews are performed by the project teams to ensure that project implementation is meeting project objectives and user requirements. The RoviSys lead engineer will conduct these meetings either on-site at City of San Jacinto or via web conference. Three Design review meetings are allocated for the following:
Workshop soft IO details with Filter PLC OEM (Pureflow).
Workshop software design specifications with district.
Workshop updated telemetry design with the district.
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1.3.2 Project Closeout
1.3.2 RoviSys will assemble a turn-over package for City of San Jacinto once the project has been successfully delivered. The project turnover package will include electronic copies of the last transmitted version of every document supplied by RoviSys. The project turnover package will also include the as-installed software configuration files.
The Project Closeout Activities will include a lessons-learned meeting attended by the appropriate RoviSys and City of San Jacinto project and management personnel.
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1.4 RoviSys Assumptions
This proposal is based upon the following assumptions:
1. This proposal is based on quantities detailed in the Basis for Proposal section.
2. RoviSys has assumed that equipment and systems will be available when required to support the scheduled field activities without causing any delays. Delays of system availability may impact project schedules or resource availability, as well as price.
3. Field devices including instrumentation, transmitters, sensors, switches or other networking interfaces, network cables, all field wiring, VFDs, motor starters and drives will be procured and installed by others.
4. The programming of field instruments or the verification of field instrument wiring and calibration will be provided by others.
5. Physical installation of control system hardware, wiring, instrumentation, field panels, and HMIs will be performed by others.
6. Grand RTU-100 new cabinet shall replace the former SCADAPack PLC cabinet. Once the enclosure requires relocation to the new location per bid drawings, existing conduit holes shall be capped.
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2 Pricing
RoviSys has estimated, in good faith, the effort and cost of this project. The fixed cost estimate is based on the information provided by City of San Jacinto and on our experience in defining and implementing projects of similar scope and complexity.
2.1 Pricing Summary
Pricing Summary Table
Scope Item Price
Engineering Services - Fixed $80,369
Engineering Services - T&M $0
Outside Purchased Equipment, Software & Services $36,892 Travel and Living Expenses (estimated) $3,147
Tax on OPE (estimated) $1,875
Bond Pricing $1,834
Proposal Total $124,117
2.2 Fixed Services Breakout
Engineering Services Pricing Table
Services Scope - Fixed Price Price
Project Management $8,720
Meetings $3,795
Design Documents $5,064
Electrical Design $6,993
Infrastructure Configuration $860
Graphics Configuration $9,600
Control Configuration $10,560
Test Documents $3,072
In-House Testing $6,400
Site Support - Install & Loop Checks $9,464
Site Support - Commissioning $6,552
Training $3,640
As Built Documentation $1,274
Travel Hours $4,375
Fixed Price Services Subtotal $80,369
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2.3 Outside Hardware and Services Total
2.3 Outside Purchased Services Pricing Table
Outside Purchased Services Price Tax
Panel Build $10,615 $0
Outside Purchased Services Subtotal $10,615 $0
Outside Purchased Equipment & Software Pricing Table
Outside Purchased Equipment & Software Price Tax
Controls Hardware $21,084 $1,845
Network Hardware $345 $30
Software and Licenses $4,848 $0
Outside Purchased Equipment Subtotal $26,277 $1,875
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Grand Well and Treatment Improvements Page 27 of 27 3 Terms and Conditions This proposal is valid for 90 days.
Preferred rates have been applied for this project.
If RoviSys is selected for this work please send the purchase order to [email protected]
Approvals to Proceed with Changes
The RoviSys Company City of San Jacinto
Signature Signature
Printed
Name
Printed
Name
Title Title
Date Date
3.A.6.a
Packet Pg. 142 Attachment: Change Order for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) www.rovisys.com North America | Asia | Europe
City of San Jacinto
Grand Well and Treatment Improvements
Summary
For
Mathew Osborn
Water Utilities Superintendent
City of San Jacinto
270 Bissell Place, San Jacinto, CA 92582
P: 951.487.7330 x755 C: 951.537.7721
[email protected]
Prepared by
Mike Perez Aiden Hall
Proposal Number Project Engineer Systems Engineer
COSAJ24A02-A-Summary 919.387.1200 ext. 86356
April 3, 2025 [email protected] [email protected]
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Summary Page 2 of 3
1 Summary
Design Radio Communications for Grand Site
o 5 GHz radio and flat panel
Design/build RTU-100 control panel
RTU-100 OIT (Operator Interface Terminal) Configuration o Display FCP-100 Soft I/O (~125 count) and alarms on 8 overview displays modeled after P&IDs
o Display control communications sent between RTU-100 and FCP-100 and Operator inputs that are part of Controls configuration specified below RTU-100 PLC (Programmable Logic Controller) Configuration o Configuration for Soft I/O and Alarms communication between RTU-100 and FCP-100 over ethernet
o Treatment System Ready Signal from FCP-100 via Soft IO, prior to sending a Well Pump Start Command YC-100 to the Well Pump.
o The RTU-100 PLC will receive a signal indicating that the iron manganese treatment system is ready for a call or as offline/fault.
o PLC will be programmed to provide a well pump hardwired run permissive in the event of Reservoir high level condition.
o
signals shall be transmitted between RTU-100 and FCP-100 prior to Bath Well or Artesia Well starting in AUTO and sending flows through the treatment system:
-100 to FCP-100.
FCP- -100.
o -100.
o PLC to be programmed to provide a digital output in the event that a Sodium HypoChlorite Tank Leak Alarm (LS-661) is actuated at the Filter Control Panel (FCP-100).
Test and commission RoviSys Scope
All RoviSys scope is limited to inclusions within Division 40 PROCESS of the Civiltec bid specification, plus supporting sections called out: Division 01 GENERAL and Division 26 ELECTRICAL. See detailed Grand Well Treatment Site change order document for specification cross references and further submittal details to be provided by RoviSys.
2 Pricing
RoviSys has estimated, in good faith, the effort and cost of this project. The fixed cost estimate is based on the information provided by City of San Jacinto and on our experience in defining and implementing projects of similar scope and complexity.
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Summary Page 3 of 3
Pricing Summary Table
Scope Item Price
Engineering Services - Fixed $80,369
Engineering Services - T&M $0
Outside Purchased Equipment, Software & Services $36,892 Travel and Living Expenses (estimated) $3,147
Tax on OPE (estimated) $1,875
Bond Pricing $1,834
Proposal Total $124,117
3 Terms and Conditions
This proposal is valid for 90 days.
Preferred rates have been applied for this project.
If RoviSys is selected for this work please send the purchase order to [email protected]
Approvals to Proceed with Changes
The RoviSys Company City of San Jacinto
Signature Signature
Printed
Name
Printed
Name
Title Title
Date Date
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Packet Pg. 145 Attachment: Change Order Summary for Grand Well SCADA (RoviSys) (Change Order for Grand Well Improvements (SCADA Upgrades) CIP) April 15, 2025
TO: City Council
REQUESTED BY: Erika Gomez, Finance Director
APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Approval of Financing for Certain Water System Improvements RECOMMENDATION:
Staff recommends that the Board of Directors adopt the attached Resolution No. PFA 25-02, authorizing and directing execution of an Installment Sale Agreement, Assignment Agreement, and Escrow Agreement to finance the purchase of equipment and the construction of a new treatment plant and well, including site improvements, project management, and inspection costs related to the water system (the “Project”), and approving related documents and official actions.
DISCUSSION:
The Grand Well and Grand Well Treatment Plant project (Project) emerged as a vital response to the City’s growing water infrastructure needs. Initially funded by the American Rescue Plan Act of 2021 (ARPA) and the Infrastructure Investment and Jobs Act of 2021, the project aimed to strengthen the City’s water system. In 2022, the first phase of the initiative was successfully completed with the drilling of the Grand Well. However, as the pandemic brought rising costs nationwide, the City Council approved reallocation of all remaining ARPA funds in 2024 to finalize other critical infrastructure projects, like the Bath Well Treatment Plant and its site improvements.
Despite the shift in funding, the completion of the Grand Well and its treatment plant remains essential. This facility replaces the former Grand Well, which was abandoned and removed from the City’s Water Conveyance System roughly five years ago. The new Grand Well and Treatment Plant will improve and address inefficiencies in the City’s water distribution. The location of the new treatment plant resolves logistical challenges caused by the concentration of the City’s three active wells on the east side of town and minimizes costs associated with pumping water across town.
As residential and commercial growth continues, ensuring a reliable water supply has become a pressing priority. The new well delivers a production capacity of up to 2,500 gallons per minute, which will allow the City to maintain full reservoirs and steady water pressure during extreme heat or emergencies, such as fires. Beyond increasing supply, the Grand Well Treatment Plant enhances water quality by eliminating contaminants like iron and manganese, improving the color, taste, and odor of the water. Reliable access to high-quality drinking water is fundamental to public health, and this investment will enhance the overall well-being of the community while supporting future economic growth.
4.A.1
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Summary of Bids
In order to secure the funds required to construct the Project, a Request for Proposal was sent to 17 banks on March 4, 2025, and 10 bids were received on March 13, 2025. Of the ten bids received, two were considered the most competitive, and a summary is provided below:
Bank of America Webster Bank
Term 15-Year Term 20-Year Term 15-Year Term 20-Year Term Interest Rate 4.1357% 4.3204% 4.18% 4.43%
All-in True
Interest Cost
4.30% 4.45% 4.34% 4.56%
Optional
Redemption
Feature
Callable on or
after 2/1/2033 at
100%
Callable on or
after 8/1/2035 at
100%
Callable on or
after 6/30/2030
at 100%
Callable on
6/30/2030
through
6/29/2032 at
101%, and on or
after 6/30/2032
at 100%
Based upon an evaluation of the bids and the specific terms requested by the bidders, staff and the City’s Finance Team are recommending the selection of Banc of America Public Capital Corp (the “Bank”) as the City’s lender at a rate of 4.3204% for a 20-year term. A copy of the Bank’s term sheet is attached.
Actions Needed
Resolution No. PFA 25-02 authorizes all proceedings related to the financing of the Project and approves the following financing documents necessary to complete the lease financing:
• Installment Sale Agreement – is between the Authority and the City. In order to provide financing for the Project, the Authority and the City wish to enter into this Agreement under which the Authority will provide funds to acquire, construct and/or improve the Project and sell the Project to the City in consideration of the agreement by the City to pay the purchase price thereof in semiannual installment payments. The obligation of the City to pay installment payments under this Agreement will be secured by a pledge of and lien on the Net Revenues of the Water System and a lien on the Project. • Assignment Agreement – is between the Authority and the Bank, as the Assignee. The rights, obligations and interests of the Authority will be assigned to the Assignee, in exchange for the assignment by the Authority of its right to receive the Installment Payments.
• Escrow Agreement – is between the City, Authority, the Bank, and Argent Institutional Trust Company (the “Escrow Agent”). The Escrow Agreement sets forth the terms and
4.A.1
Packet Pg. 147
conditions under which the Project Fund is to be held and disbursed in connection with the financing of the Project.
After the adoption of the Resolution, staff and the City’s Finance Team will complete the required actions to close the financing by April 22, 2025, at which time the funds will be available.
FISCAL IMPACT:
Approval of this item does not impact the General Fund. Principal and interest on the financing will be repaid by the Authority from semi-annual installment payments received from the City.
The City’s installment payments to the Authority will be made from the water system’s Net Revenues. Financial projections indicate there will be more than sufficient Net Revenues to meet the debt service requirements. The financing is being structured to provide a total of $9 million in net proceeds to fund the Project. Repayment will be made through level annual payments, with the average annual payment estimated at approximately $677,909. Including the water system’s existing 2015 loan, the total average annual debt service cost is projected to be about $987,483 from FY 2026 through FY 2036, when the 2015 loan is scheduled to mature.
From FY 2037 to FY 2045, only the new 2025 loan will remain outstanding.
ATTACHMENTS:
Term Sheet
Resolution No. PFA 25-02
Installment Sale Agreement
Assignment Agreement
Escrow Agreement
4.A.1
Packet Pg. 148
Jill M. Forsyth
Senior Vice President
Government Finance Group
14636 N. Scottsdale Road, Suite 200
Scottsdale, AZ 85254
T: (480) 624-0369 | F: (415) 796-1301
E: [email protected]
“Bank of America” is the marketing name used by certain Global Banking and Global Markets businesses of Bank of America Corporation. Lending, leasing, equipment finance and other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Banc of America Public Capital Corp, a wholly-owned subsidiary of Bank of America, National Association, is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended, with respect to any municipal financial product or issuance of municipal securities. The information provided in this document is not intended to be and should not be construed as “advice” with the meaning Section 15B of the Securities Exchange Act of 1934 and the municipal advisor rules of the SEC.© 2025 Bank of America Corporation. All rights reserved.
March 12, 2025
City of San Jacinto
Attn: Eric Staniek | Email: [email protected]
Jeff Land | Email: [email protected]
595 S. San Jacinto Ave
San Jacinto, CA
Re: Request for Proposal – 2025 Installment Purchase Agreement Dear Mr. Staniek and Mr. Land,
Banc of America Public Capital Corp is pleased to submit a response to the City of San Jacinto’s Request for Proposal for the 2025 Installment Purchase Agreement. BAPCC’s detailed response is described in the Summary of Terms and Conditions below (“the Proposal”).
Banc of America Public Capital Corp provides capital for essential use projects and equipment financing. As one of the largest tax-exempt providers in the nation, the entire team is dedicated to public sector financing.
The City of San Jacinto is a valued client of BAPCC, and we look forward to expanding the relationship further.
Thank you for the opportunity to present this response to the City.
Jill M. Forsyth
Senior Vice President
Government Finance Group
Banc of America Public Capital Corp: Government Group
4.A.1.a
Packet Pg. 149 Attachment: Term Sheet (Approval of Financing for Certain Water System Improvements) The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) BAPCC is acting solely as a principal (i.e., as a lender or lessor) and for its own interest; (ii) BAPCC is not acting as a municipal advisor or financial advisor to you; (iii) BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether BAPCC or any of its affiliates has provided other services or is currently providing other services to you on other matters); (iv) the only obligations BAPCC has to you with respect to this transaction are set forth in the definitive transaction agreements between us; and (v) BAPCC is not recommending that you take an action with respect to the transaction described in this document, and before taking any action with respect to the this transaction, you should discuss the information contained herein with your own legal, accounting, tax, financial and other advisors, as you deem appropriate. If you would like a municipal advisor in this transaction that has legal fiduciary duties to you, you are free to engage a municipal advisor to serve in that capacity.
Summary of Terms and Conditions
Borrower: City of San Jacinto, California (“the City” or “Borrower”) Lender: Banc of America Public Capital Corp (“BAPCC” or “Lender”) Structure: Installment Purchase Agreement (“IPA”) between the City of San Jacinto Public Finance Authority and the City of San Jacinto. BAPCC will provide funding to the City for the acquisition of the water system through the IPA.
Security: Secured by a pledge of net revenues of the water system and a security interest in the equipment (to be determined).
Covenants: Rate covenant of 1.20x
Additional indebtedness covenant of 1.20x
Term: a) 15 years
b) 20 years
Amount: Approximately $10,110,000
Rate: a) 4.1357%
b) 4.3204%
The proposed interest rate includes a rate lock and will be valid for fundings on or before April 30, 2025. After April 30, 2025, the interest rate may be adjusted to maintain the economics to the Lender. To lock the interest rate, the City must notify BAPCC of its intent to award the transaction by March 20, 2025. The rate lock is subject to final City Council approval.
Payments: Payments will be in accordance with the attached amortization schedules with semi-annual principal and interest payments commencing on August 1, 2025.
Please note if alternative payment frequencies or changes to the principal amounts due on each payment date are requested, this may be accommodated, but any changes to the average life may also impact the rate quoted herein.
Prepayment: Callable after 50% of the term in full on any regularly scheduled payment date at par.
Governmental
Entity: The base payments are calculated on the assumptions that the Borrower is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue Code (the "Code"), that this transaction will constitute an
4.A.1.a
Packet Pg. 150 Attachment: Term Sheet (Approval of Financing for Certain Water System Improvements) The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) BAPCC is acting solely as a principal (i.e., as a lender or lessor) and for its own interest; (ii) BAPCC is not acting as a municipal advisor or financial advisor to you; (iii) BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether BAPCC or any of its affiliates has provided other services or is currently providing other services to you on other matters); (iv) the only obligations BAPCC has to you with respect to this transaction are set forth in the definitive transaction agreements between us; and (v) BAPCC is not recommending that you take an action with respect to the transaction described in this document, and before taking any action with respect to the this transaction, you should discuss the information contained herein with your own legal, accounting, tax, financial and other advisors, as you deem appropriate. If you would like a municipal advisor in this transaction that has legal fiduciary duties to you, you are free to engage a municipal advisor to serve in that capacity. obligation of Borrower within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.
End of Lease: Under the IPA, Lender will release its security interest when paid in full.
Expenses: Each party will be responsible for their own closing costs.
Escrow Account: Available upon request.
Documentation: The Proposal is subject to credit and documentation approvals. The City is an existing client of BAPCC, and this opportunity has been successfully prescreened. A cross-default with other BAPCC exposure will be required.
Opinion of Counsel: If credit requires a tax opinion, Borrower agrees to work with bond counsel. The opinion will be at Lender’s cost, if needed.
Market Disruption: Notwithstanding anything contained herein to the contrary, in the event any material change shall occur in the financial markets after the date of this Proposal, including, but not limited to any governmental action or other event which materially adversely affects the extension of credit by banks, leasing companies or other lending institutions, the Lender may modify the indicative pricing described above.
USA Patriot Act
Compliance: Borrower acknowledges pursuant to the requirements of the USA Patriot Act, as amended from time to time (including as amended by the USA Freedom Act of 2015) (the "Patriot Act"), the Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.
Proposal
Expiration: This Proposal will expire on June 30, 2025, and may be re-issued at the Lender’s discretion.
4.A.1.a
Packet Pg. 151 Attachment: Term Sheet (Approval of Financing for Certain Water System Improvements) The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) BAPCC is acting solely as a principal (i.e., as a lender or lessor) and for its own interest; (ii) BAPCC is not acting as a municipal advisor or financial advisor to you; (iii) BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether BAPCC or any of its affiliates has provided other services or is currently providing other services to you on other matters); (iv) the only obligations BAPCC has to you with respect to this transaction are set forth in the definitive transaction agreements between us; and (v) BAPCC is not recommending that you take an action with respect to the transaction described in this document, and before taking any action with respect to the this transaction, you should discuss the information contained herein with your own legal, accounting, tax, financial and other advisors, as you deem appropriate. If you would like a municipal advisor in this transaction that has legal fiduciary duties to you, you are free to engage a municipal advisor to serve in that capacity. __________________________________________________________________________________ 15-Year Amortization Schedule
20-Year Amortization Schedule
4.A.1.a
Packet Pg. 152 Attachment: Term Sheet (Approval of Financing for Certain Water System Improvements) The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) BAPCC is acting solely as a principal (i.e., as a lender or lessor) and for its own interest; (ii) BAPCC is not acting as a municipal advisor or financial advisor to you; (iii) BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether BAPCC or any of its affiliates has provided other services or is currently providing other services to you on other matters); (iv) the only obligations BAPCC has to you with respect to this transaction are set forth in the definitive transaction agreements between us; and (v) BAPCC is not recommending that you take an action with respect to the transaction described in this document, and before taking any action with respect to the this transaction, you should discuss the information contained herein with your own legal, accounting, tax, financial and other advisors, as you deem appropriate. If you would like a municipal advisor in this transaction that has legal fiduciary duties to you, you are free to engage a municipal advisor to serve in that capacity.
Municipal Advisor Registration Rule Statement:
This Proposal is submitted in response to your Request for Proposal – 2025 Installment Purchase Agreement dated March 4, 2025. The contents of this proposal and any subsequent discussions between us, including any and all information, recommendations, opinions, indicative pricing, quotations, and analysis with respect to any municipal financial product or issuance of municipal securities, are provided to you in reliance upon the exemption provided for responses to requests for proposals or qualifications under the municipal advisor rules (the “Rules”) of the Securities and Exchange Commission (240 CFR 15Ba1-1 et seq.).
The Staff of the SEC’s Office of Municipal Securities has issued guidance which provides that, in order for a request for proposals to be consistent with this exemption, it must (a) identify a particular objective, (b) be open for not more than a reasonable period of time (up to six months being generally considered as reasonable), and (c) involve a competitive process (such as by being provided to at least three reasonably competitive market participants) or by being publicly posted to your official website. In submitting this Proposal, we have relied upon your compliance with this guidance.
In submitting this Proposal, we are not undertaking to act as a “municipal advisor” to you or any other person within the meaning of the Rules. In connection with this Proposal and the transactions described herein, we are not subject to, and we hereby disclaim, any fiduciary duty to you or to any other person. We understand that you will consult with and rely on the advice of your own municipal, financial, tax, legal and other advisors as and to the extent you deem necessary in connection with your evaluation of this Proposal and the transactions described herein.
4.A.1.a
Packet Pg. 153 Attachment: Term Sheet (Approval of Financing for Certain Water System Improvements) 24438.70027\43315045.4
1 STATE OF CALIFORNIA ) RESOLUTION NO. PFA 25-02
COUNTY OF RIVERSIDE ) ss
CITY OF SAN JACINTO )
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
APPROVING AN INSTALLMENT PURCHASE
AGREEMENT AND ASSIGNMENT AGREEMENT, WITH
RESPECT TO FINANCING IMPROVEMENTS TO THE
WATER SYSTEM OF THE CITY OF SAN JACINTO IN AN
AMOUNT NOT TO EXCEED $9,500,000 AND OTHER
MATTERS PERTAINING THERETO
WHEREAS, the City of San Jacinto (the “City”) is authorized by the laws of the State of California to acquire, design, and construct improvements to the City’s water system (the “Water System”); and
WHEREAS, the City has heretofore undertaken the acquisition, design and construction of improvements to the Water System (the “Project”); and WHEREAS, the City and the City of San Jacinto Public Financing Authority (the “Authority”) have determined that it would be in their best interests to provide for the financing (the “Financing”) of the Project by entering into the Installment Purchase Agreement dated as of April 1, 2025, by and between the City and the Authority (the “Agreement”); and
WHEREAS, the Authority will enter into an Assignment Agreement dated as of April 1, 2025 with Banc of America Public Capital Corp. (the “Assignee”) pursuant to which the Authority will assign its interests in the Agreement to the Assignee which in turn will provide the funding for the Project; and
WHEREAS, the City, the Authority, the Assignee and Argent Institutional Trust Company (“Escrow Agent”) will enter into the Escrow and Account Control Agreement dated the closing date (the “Escrow Agreement”), pursuant to which the Escrow Agent will hold the funds deposited in the escrow account established under the Escrow Agreement (the “Project Fund”); and
WHEREAS, the City has determined that the Financing should be offered for private placement and has received a term sheet from the Assignee and that such Financing will bear interest at a fixed rate; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of the Agreement, the Assignment Agreement, and the Escrow Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized to execute, enter into and perform the Agreement, Escrow Agreement and Assignment Agreement.
4.A.1.b
Packet Pg. 154 Attachment: Resolution No. PFA 25-02 (Approval of Financing for Certain Water System Improvements)
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE CITY OF
SAN JACINTO PUBLIC FINANCING AUTHORITY RESOLVES AS FOLLOWS:
SECTION 1. Approval of Installment Purchase Agreement. The Agreement, which provides generally for (i) the resale of the Project by the Authority to the City, (ii) the purchase by the City from the Authority of the Project, and (iii) the payment by the City to the Authority of installment payments in amounts which will be sufficient to pay the principal of and interest owing to the Assignee, is hereby approved and any of the Executive Director and the Treasurer of the Authority (together, the “Authorized Officers”) are each individually authorized to execute, acknowledge and deliver said agreement on behalf of the Authority in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 2. Approval of Assignment Agreement. The Assignment Agreement, which provides generally for the assignment of the Authority’s rights and interests under the Agreement to the Assignee in consideration for the purchase price of the Project, is hereby approved and any of the Authorized Officers are each individually authorized to execute, acknowledge and deliver said agreement on behalf of the Authority in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 3. Approval of Escrow Agreement. The Escrow Agreement, which provides the terms and conditions pursuant to which the Project Fund is held, is hereby approved and each of the Authorized Officers are individually authorized to execute, acknowledge and deliver said agreement on behalf of the Authority in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 4. Other Acts. The Authorized Officers are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the staff and the City’s legal counsel they may deem necessary or advisable in order to consummate the Financing, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed.
SECTION 5. Effective Date. This Resolution shall become effective on the date on which it is adopted.
4.A.1.b
Packet Pg. 155 Attachment: Resolution No. PFA 25-02 (Approval of Financing for Certain Water System Improvements) 24438.70027\43315045.4
3 PASSED, APPROVED AND ADOPTED, at a regular meeting of the Board of Directors of the City of San Jacinto Public Financing Authority on the 15th day of April, 2025, by the following vote:
Ayes:
Nays:
Absent:
Abstain:
City of San Jacinto Public Financing
Authority
______________________________
Valerie Vandever, Chairperson
ATTEST:
______________________________
Julia Espinoza, Secretary
APPROVED AS TO FORM:
Best Best & Krieger LLP
______________________________
Craig Hayes, General Counsel
4.A.1.b
Packet Pg. 156 Attachment: Resolution No. PFA 25-02 (Approval of Financing for Certain Water System Improvements) 24438.70027\43315153.6
INSTALLMENT PURCHASE AGREEMENT
Dated as of April 1, 2025
by and between
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
and
CITY OF SAN JACINTO
Relating To
CITY OF SAN JACINTO
$9,097,000
2025 INSTALLMENT FINANCING
(WATER SYSTEM IMPROVEMENTS)
4.A.1.c
Packet Pg. 157 Attachment: Installment Sale Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315153.6
TABLE OF CONTENTS
Page
-iARTICLE 1
DEFINITIONS AND EXHIBITS
Section 1.1. Definitions.............................................................................................................. 1 Section 1.2. Liability of City Limited to Net Revenues ............................................................ 7 Section 1.3. Benefits of Installment Purchase Agreement Limited to Parties........................... 7 Section 1.4. Successor Is Deemed Included in all References to Predecessor .......................... 7 Section 1.5. Waiver of Personal Liability.................................................................................. 7 Section 1.6. Article and Section Headings, Gender and References......................................... 8 Section 1.7. Partial Invalidity..................................................................................................... 8 Section 1.8. Exhibits.................................................................................................................. 8 ARTICLE 2
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations, Covenants and Warranties of the City........................................ 8 Section 2.2. Representations, Covenants and Warranties of the Authority ............................. 11 ARTICLE 3
TERMS OF AGREEMENT
Section 3.1. Purchase of Project and City; Risk of Loss. ........................................................ 12 Section 3.2. Security Interest ................................................................................................... 13 Section 3.3. Repayment of the Project by the City; Event of Taxability................................. 14 Section 3.4. Substitution of the Project.................................................................................... 15 Section 3.5. Term..................................................................................................................... 15 Section 3.6. Payments Generally ............................................................................................. 15 Section 3.7. Taxes.................................................................................................................... 15 Section 3.8. Conditions Precedent. .......................................................................................... 15 Section 3.9. Nature of City’s Obligations................................................................................ 17 Section 3.10. Revenue Fund; Pledge of Net Revenues.............................................................. 19 Section 3.11. Project Fund......................................................................................................... 20 ARTICLE 4
COVENANTS OF THE CITY
Section 4.1. Reports and Notices. ............................................................................................ 21 Section 4.2. Existence as City.................................................................................................. 22 Section 4.3. Change in Business.............................................................................................. 22 Section 4.4. Liens against the System...................................................................................... 22 Section 4.5. Insurance .............................................................................................................. 23 Section 4.6. System Maintenance ............................................................................................ 24 Section 4.7. Against Sale or Other Disposition of the System ................................................ 24 Section 4.8. Eminent Domain Proceeds................................................................................... 24 Section 4.9. Amounts of Rates, Fees and Charges; Financial Covenants................................ 25 Section 4.10. Enforcement of and Performance Under Parity Obligations............................... 25
4.A.1.c
Packet Pg. 158 Attachment: Installment Sale Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315153.6
TABLE OF CONTENTS
(continued)
Page
-iiSection 4.11. Collection of Charges, Fees and Rates ................................................................ 26 Section 4.12. Against Encumbrances......................................................................................... 26 Section 4.13. Execution of Parity Obligations........................................................................... 27 Section 4.14. Conditions for Entering into Parity Obligations.................................................. 27 Section 4.15. Tax Covenants. .................................................................................................... 28 Section 4.16. Reconstruction of System; Application of Insurance Proceeds........................... 29 Section 4.17. Records and Accounts.......................................................................................... 29 Section 4.18. Collection of Charges .......................................................................................... 29 Section 4.19. Against Competing Utility................................................................................... 29 Section 4.20. Compliance with this Installment Purchase Agreement ...................................... 29 Section 4.21. Observance of Laws and Regulations.................................................................. 30 Section 4.22. Budget.................................................................................................................. 30 Section 4.23. Inspection............................................................................................................. 30 Section 4.24. Further Assurances and Other Information.......................................................... 30 Section 4.25. Delivery of Original Documents.......................................................................... 30 Section 4.26. No Public Registration......................................................................................... 30 Section 4.27. Indemnity for Taxes............................................................................................. 31 Section 4.28. ERISA.................................................................................................................. 31 ARTICLE 5
EVENTS OF DEFAULT AND REMEDIES
Section 5.1. Events of Default and Acceleration of Installment Purchase Agreement............ 32 Section 5.2. Application of Funds Upon Acceleration or Event.............................................. 34 Section 5.3. Other Remedies of the Authority......................................................................... 36 Section 5.4. No Remedy Exclusive.......................................................................................... 36 Section 5.5. Agreement to Pay Attorneys’ Fees and Expenses ............................................... 36 Section 5.6. No Additional Waiver Implied by One Waiver................................................... 36 Section 5.7. Prosecution and Defense of Suits ........................................................................ 37 ARTICLE 6
PREPAYMENT OF AGREEMENT
Section 6.1. Optional Prepayment ........................................................................................... 37 Section 6.2. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain................................................................................................................. 37 Section 6.3. Effect of Prepayment ........................................................................................... 38 ARTICLE 7
MISCELLANEOUS
Section 7.1. Notices ................................................................................................................. 38 Section 7.2. Assignment by the Authority............................................................................... 39 Section 7.3. Assignment by the City........................................................................................ 40 Section 7.4. Amendment of this Installment Purchase Agreement ......................................... 40
4.A.1.c
Packet Pg. 159 Attachment: Installment Sale Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315153.6
TABLE OF CONTENTS
(continued)
Page
-iiiSection 7.5. Binding Effect...................................................................................................... 40 Section 7.6. Severability .......................................................................................................... 41 Section 7.7. Net-Net-Net Parity Obligation............................................................................. 41 Section 7.8. Further Assurances and Corrective Instruments.................................................. 41 Section 7.9. Execution in Counterparts.................................................................................... 41 Section 7.10. Applicable Law and Venue.................................................................................. 41 Section 7.11. Captions............................................................................................................... 41 Section 7.12. USA Patriot Act Notice ....................................................................................... 41 Section 7.13. Costs and Expenses.............................................................................................. 42 Section 7.14. Indemnification .................................................................................................... 42 Section 7.15. Waiver of Jury Trial............................................................................................. 42 EXHIBIT A – Description of Project ........................................................................................A-1 EXHIBIT B – Schedule of Installment Payments .....................................................................B-1 EXHIBIT C – Form of Investor Letter ......................................................................................C-1 EXHIBIT D – Form of Final Acceptance Certificate................................................................D-1 EXHIBIT E – Form of Notice of Acknowledgment of Assignment ......................................... E-1
4.A.1.c
Packet Pg. 160 Attachment: Installment Sale Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315153.6
1 INSTALLMENT PURCHASE AGREEMENT
THIS INSTALLMENT PURCHASE AGREEMENT (this “Installment Purchase Agreement”), dated for convenience as of April 1, 2025, is by and between City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), and the City of San Jacinto (the “City”), a municipal corporation duly organized and existing under the laws of the State of California; WITNESSETH:
WHEREAS, the City desires to enter into this Installment Purchase Agreement for the purpose of financing the acquisition, design and construction of certain improvements to the City’s water system (the “System”) as identified in Exhibit A attached hereto and incorporated herein by reference (the “Project”); and
WHEREAS, in order to finance the Project, the Authority has agreed to sell the Project to the City as provided herein for $9,097,000 and the City will acquire the Project from the Authority and obligate itself to make installment payments in the amounts and on the dates set forth in Exhibit B attached hereto (the “Installment Payments”); and
NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS AND EXHIBITS
SECTION 1.1. Definitions. All capitalized terms used in this Section 1.1 shall for all purposes of this Installment Purchase Agreement have the meanings herein specified or as hereinafter defined.
“2015 Installment Sale Agreement” means that certain Installment Sale Agreement #15- 103, dated as of July 7, 2015 by and between the City and Municipal Finance Corporation, as such agreement was originally executed and as it may from time to time be amended or supplemented, and assigned to City National Bank pursuant to Section 4.9 thereof. “Acquisition Amount” means $9,097,000.
“Acquisition Period” means the period ending five (5) business days prior to April [22, 2028], (or such later date as may be mutually agreed upon by the Assignee and the City). “Assignee” means Banc of America Public Capital Corp, and its successors and assigns.
4.A.1.c
Packet Pg. 161 Attachment: Installment Sale Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315153.6
2 “Assignment Agreement” means the Assignment Agreement dated April 1, 2025 by and between the Authority and the Assignee, as supplemented, amended, modified or restated from time to time.
“Authorized Investments” means any of the following, but only to the extent that the same are acquired at fair market value, which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein:
(a) direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; (b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: (i) Export-Import Authority; (ii) Farm Credit System Financial Assistance Corporation, (iii) Farmers Home Administration; (iv) General Services Administration; (v) U.S. Maritime Administration; (vi) Small Business Administration; (vii) Government National Mortgage Association (GNMA); (viii) U.S. Department of Housing & Urban Development (PHA’s); (ix) Federal Housing Administration and (x) Federal Financing Authority; (c) senior debt obligations rated “Aaa” by Moody’s and “AAA” by S&P issued by the Federal National Mortgage Association or the Federal Home Financing Mortgage Corporation, senior debt obligations of other government-sponsored agencies, obligations of the Resolution Funding Corporation (REFCORP) and senior debt obligations of other government sponsored agencies;
(d) U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial banks (including the Authority and its affiliates) which have a rating on their short term certificates of deposit on the date of purchase of “P-1” by Moody’s and “A-1” or “A-1+” by S&P and maturing no more than 360 days after the date of purchase, provided that ratings on holding companies are not considered as the rating of the bank;
(e) commercial paper which is rated at the time of purchase in the single highest classification, “P-1” by Moody’s and “A-1+” by S&P, and which matures not more than 270 days after the date of purchase;
(f) pre-refunded municipal obligations defined as follows: Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, based upon an irrevocable escrow account or fund (the “escrow”), in the highest rating category of Moody’s and S&P or any successors thereto; or (ii)(A) which are fully secured as to principal and interest and prepayment premium or redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (a) above, which escrow may be applied only to the payment of such principal of and interest and prepayment premium or redemption premium, if any, on such bonds or other obligations
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3 on the maturity date or dates thereof or the specified prepayment date or redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (B) which escrow is sufficient, as verified by a nationally recognized Independent Certified Public Accountant, to pay principal of and interest and prepayment premium or redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the prepayment date or redemption date or dates specified in the irrevocable instructions referred to above, as appropriate;
(g) the Local Agency Investment Fund maintained by the State of California; and
(h) the California Asset Management Program.
“Business Day” means any day other than a Saturday or Sunday or a day on which (i) banks located in Denver, Colorado or Los Angeles, California are not required or authorized to remain closed, and (ii) the New York Stock Exchange is not closed; and (iii) the Authority and Federal Reserve Banks are not closed.
“City” means City of San Jacinto, a municipal corporation duly organized and existing under the laws of the State of California.
“Closing Date” means April [22], 2025.
“Contract(s)” means any instrument pursuant to which a Parity Obligation is issued. “Contract Payment Date” means any date on which Contract Payments are scheduled to be paid by the City under and pursuant to the Parity Obligations and includes each Installment Payment Date under this Installment Purchase Agreement. “Contract Payments” means the payments scheduled to be paid by the City under any Contract and pursuant to the Parity Obligations, which payments are secured by a pledge of Net Revenues on a parity with this Installment Purchase Agreement. “Contract Rate” means the rate identified as such in the Schedule of Installment Payments. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City and related to the authorization, execution, sale and delivery of this Installment Purchase Agreement any Parity Obligations, including but not limited to any costs, fees and charges for preparation and execution of this Installment Purchase Agreement or any Parity Obligations and any other cost, charge or fee incurred in connection with the delivery of this Installment Purchase Agreement or such Parity Obligations. “Default” means any event or circumstance which, passage of time or the giving of notice or, following the applicable cure period or any of the foregoing, would constitute an Event of Default.
“Escrow Account” means the Escrow Account established and held pursuant to the Escrow Agreement.
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4 “Escrow Agent” means Argent Institutional Trust Company, a Florida trust company, and any successor escrow agent.
“Escrow Agreement” means that certain Escrow and Account Control Agreement dated April [22], 2025 by and among the Authority, the City, the Assignee and the Escrow Agent as supplemented, amended or restated from time to time and pursuant to which the Project Fund will be held.
“Event of Default” means any of the events of default as defined in Section 5.1. “Finance Director” means the City’s finance director.
“Financing Documents” means this Installment Purchase Agreement, the Assignment Agreement, the Escrow Agreement and any and all other documents from time to time evidencing, securing, or delivered to the Authority in connection with, this Installment Purchase Agreement. “Fiscal Year” means each twelve-month period during the Term of this Installment Purchase Agreement, commencing on July 1 in any calendar year and ending on June 30 in the next succeeding calendar year, or any other twelve-month period selected by the City as its fiscal year period.
“Governmental Authority” means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other person with authority to bind a party at law.
“Independent Certified Public Accountant” means an independent certified public accountant or any firm of certified public accountants appointed by the City. “Installment Payment Date” means each date upon which Installment Payments are due and payable as set forth on Exhibit B hereto.
“Installment Payments” means all payments required to be paid by the City on any date under this Installment Purchase Agreement and pursuant to Section 3.3 and 3.6, including any prepayment thereof pursuant to Section 6.2 or 6.3 and includes all amounts as specified in the Schedule of Installment Payments, consisting of a principal component and an interest component, and in all cases sufficient to repay such principal component and interest thereon at the applicable Contract Rate (or Taxable Rate if then in effect).
“Installment Purchase Agreement” means this Installment Purchase Agreement, dated as of April 1, 2025, between the Authority and the City.
“Maintenance and Operation Costs” means the reasonable and necessary costs and expenses paid by the City for maintaining and operating the System, including but not limited to the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the System in good repair and working order, and including but not limited
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5 to administrative costs of the City attributable to the System and the financing thereof, including salaries and wages of employees, payment to employees retirement system (to the extent paid from Revenues), overhead taxes (if any), fees of auditors, accountants, attorneys or engineers and insurance premiums along with all other reasonable and necessary costs of the City but in all cases excluding depreciation, replacement and obsolescence charges or reserves therefor and excluding amortization of intangibles or other bookkeeping entries of a similar nature. “Material Adverse Change” means an event or occurrence which adversely affects in a material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities or operations of the City or the System, (b) the ability of the City to carry out its business in the manner conducted as of the date of this Installment Purchase Agreement or any other Parity Obligation or to meet or perform its obligations under this Installment Purchase Agreement, any other Financing Document or any other Parity Obligation on a timely basis, (c) the validity or enforceability of this Installment Purchase Agreement, any other Financing Document or any other Parity Obligation, or (d) the exclusion of the interest component of the Installment Payments or any other Parity Obligation, as applicable, from gross income for federal income tax purposes or the exemption of such interest for state income tax purposes. “Maximum Annual Debt Service” means, as of the date of any calculation, the maximum sum obtained for the current or any future Fiscal Year during the Term of this Installment Purchase Agreement by totaling the aggregate amount of (1) the Installment Payments coming due in such Fiscal Year, and (2) the principal and interest coming due and payable in such Fiscal Year on any Parity Obligations, including the principal amount coming due and payable by operation of mandatory sinking fund redemption. There shall be excluded from such calculation any principal of and interest on the Installment Payments and any Parity Obligations which have been defeased or discharged, or for the payment of which a security deposit has been posted. In determining the debt service on Parity Obligations for which interest is calculated at a variable interest rates, such Parity Obligation shall be assumed to bear interest at a fixed interest rate equal to the highest variable rate borne over the preceding 24 months by outstanding variable rate debt of the City, or, if no such variable rate debt is at the time outstanding, by variable rate debt for which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the Parity Obligation proposed to be issued. With respect to any Parity Obligation that is a tax incentive bond (such as a Build America Bond), such interest shall be equal to the net interest paid by the City after taking into account any anticipated payments to be received by or on behalf of the City from the United States of America. “Net Proceeds” means any insurance proceeds or condemnation award paid with respect to the System, if any, remaining after payment therefrom of all expenses incurred in the collection thereof.
“Net Revenues” means for any period, an amount equal to all of the Revenues received during such period, minus the amount required to pay all Maintenance and Operation Costs becoming payable during such period.
“Parity Obligations” means all other bonds, notes, installment sale agreements, installment purchase agreements, leases, or other obligations of the City, payable from and secured by a pledge of and lien upon any of the Net Revenues incurred on a parity with the Installment Payments,
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6 issued in accordance with Section 4.14 hereof, and includes but is not limited to the 2015 Installment Sale Agreement and this Installment Purchase Agreement. “Person” means any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, unincorporated association or government (or any agency, instrumentality or political subdivision thereof). “Project” means the equipment, fixtures and other goods and property listed in the Exhibit A hereto and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to this Installment Purchase Agreement. “Project Costs” means the total cost of the Project, including related soft costs such as freight, installation and taxes and other capitalizable costs, and other costs incurred in connection with the acquisition, installation and/or financing of the Project. “Project Fund” means the Escrow Account.
“Resolution of Issuance” means Resolution No [PFA-02] adopted on April 15, 2025. “Revenue Fund” means the fund established under Section 3.9 and held by the City for the receipt and deposit of Revenues.
“Revenues” means all income, rents, rates, fees, charges and other moneys derived from the ownership or operation of the System, including, without limiting the generality of the foregoing, (1) all income, rents, rates, fees, charges, business interruption insurance proceeds or other moneys derived by City from the sale, furnishing and supplying of the water or other services, facilities, and commodities sold, furnished or supplied through the facilities of or in the conduct or operation of the business of the System, plus (2) the earnings on and income derived from the investment of such income, rents, rates, fees, charges, or other moneys, including City reserves, plus (3) the proceeds of any stand-by or water availability charges collected by City, but excluding in all cases customer deposits, connection fees, development impact fees or any other deposits or advances subject to refund until such deposits or advances have become the property of City. “Schedule of Installment Payments” means the schedule set forth in Exhibit B. “Subordinate Obligations” means all obligations of the City that are subordinate in all respects, including priority and payment and enforcement, to the Installment Payments and payments required under Parity Obligations.
“System” means the existing facilities and property owned or operated by the City in connection with the water supply services of the City, together with all extensions thereof and improvements thereto hereafter acquired, constructed or installed by the City. For the avoidance of doubt, the term System is synonymous with the definitions of “Enterprise” under the 2015 Installment Sale Agreement.
“System Obligation” means any long-term obligation of the City payable from and/or secured by (in whole or in part) any of the Revenue Fund (or any portion thereof) or any Revenues
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7 (or any portion thereof), including this Installment Purchase Agreement and all other Parity Obligations and Subordinate Obligations.
“Taxable Rate” means, 5.5142%.
“Tax Code” means the Internal Revenue Code of 1986, as amended. Any reference herein to a provision of the Tax Code shall include all applicable temporary and permanent regulations promulgated under the Tax Code.
“Term of this Installment Purchase Agreement” or “Term” means the time during which this Installment Purchase Agreement is in effect, as provided in Section 3.4.
SECTION 1.2. Liability of City Limited to Net Revenues. Notwithstanding anything to the contrary contained in this Installment Purchase Agreement, the City shall not be required to advance any money derived from any source of income other than the Net Revenues, for the payment of the principal of or interest or prepayment premiums, if any, on the Installment Payments or for the performance of any covenants herein contained, nor for the maintenance and operation of the System from any source of income other than the Revenues. The City may, however, advance funds for any such purpose so long as such funds are derived from a source legally available for such purpose without incurring any indebtedness. The Installment Payments and any prepayment premiums upon the prepayment thereof shall be payable exclusively from the Net Revenues only as provided in this Installment Purchase Agreement. The credit of the City is not otherwise pledged for the payment of the Installment Payments or interest thereon. The principal of and interest on the Installment Payments and any prepayment premiums upon the prepayment thereof shall not be payable from or secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the City or any of its income, receipts, or revenues, except the Net Revenues pledged to the payment thereof as provided in this Installment Purchase Agreement.
SECTION 1.3. Benefits of Installment Purchase Agreement Limited to Parties.
Nothing contained herein, expressed or implied, is intended to give to any person other than the City and the Authority any right, remedy or claim under or pursuant hereto. Any agreement or covenant required herein to be performed by or on behalf of the City shall be for the sole and exclusive benefit of the Authority.
SECTION 1.4. Successor Is Deemed Included in all References to Predecessor.
Whenever the City is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the City, and all agreements and covenants required hereby to be performed by or on behalf of the City shall be assumed fully by and will bind and inure to the benefit of the successors thereof whether so expressed or not.
SECTION 1.5. Waiver of Personal Liability. No member of the City Council and no officer, agent, or employee of the City, or of any department or agency thereof, shall be individually or personally liable for the payment of the principal of or interest on this Installment Purchase Agreement, but nothing contained herein shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or hereby.
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8 SECTION 1.6. Article and Section Headings, Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. Words of any gender shall be deemed and construed to include all genders. All references herein to “articles,” “sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith” and other words of similar import refer to this Installment Purchase Agreement as a whole and not to any particular article, section, subdivision or clause hereof.
SECTION 1.7. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the City shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof; but the Authority shall retain all the rights and benefits accorded to it under any applicable provisions of law.
SECTION 1.8. Exhibits. The following Exhibits are attached to, and by reference made a part of this Installment Purchase Agreement:
Exhibit A: Description of the Project.
Exhibit B: Schedule of Installment Payments.
Exhibit C: Form of Investor Letter to be executed by the Assignee.
ARTICLE 2
REPRESENTATIONS, COVENANTS AND WARRANTIES
SECTION 2.1. Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Authority as follows:
(a) Installment Purchase Agreement. Each representation and warranty and all information set forth in this Installment Purchase Agreement, each other Financing Document and/or any other document submitted in connection with, or to induce the Authority to enter into this Installment Purchase Agreement is correct in all material respects as of the Closing Date. (b) Due Organization and Existence. The City is a municipal corporation and political subdivision of the State of California, duly organized and existing under the laws of the State of California, with full power and authority to enter into this Installment Purchase Agreement and each other Financing Document and conduct its business. (c) Authorization. The laws of the State of California authorize the City to enter into this Installment Purchase Agreement and each other Financing Document and to enter into the transactions contemplated hereby and thereby, and to carry out its obligations under this Installment Purchase Agreement and each other Financing Document and the City Council has duly authorized the execution and delivery of this Installment Purchase Agreement and each other Financing Document.
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9 (d) Conflicting Agreements. Neither the execution and delivery of the this Installment Purchase Agreement or any other Financing Document nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City or any of its property is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrances whatsoever upon any of the property or assets of the City, other than as set forth herein. (e) Consents and Approvals. All consents, approvals, authorizations, orders, licenses or permits of any Governmental Authority, legislative body, board, agency or commission having jurisdiction of the matter, that are required for the due authorization by, or that would constitute a condition precedent to or the absence of which would materially adversely affect the making or accepting of this Installment Purchase Agreement and the execution, delivery of and performance of any Financing Document by the City have been duly obtained (except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of this Installment Purchase Agreement, as to which no representation is made).
(f) Budgets; Full Disclosure. All budgets, projections, feasibility studies, and other documentation submitted by the City to the Authority in connection with, or to induce the Authority to enter into, this Installment Purchase Agreement and the other Financing Documents to which it is a party are based upon assumptions that are true and correct, and as of the Closing Date, no fact has come to light, and no event has occurred, that would cause any assumption made therein to be misleading or untrue. Neither this Installment Purchase Agreement or any other Financing Document nor other certificate, statement, agreement, or document furnished to the Authority in connection with this Installment Purchase Agreement or any other Financing Document (a) contains any untrue statement of a material fact, or (b) fails to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. The City is not aware of any Material Adverse Change that has not been disclosed in writing to the Authority. (g) Accurate Financial Information. Each submission of financial information or documents relating to the City will constitute a representation and warranty by the City that such information and documents (a) are true and accurate in all material respects, and (b) do not fail to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (h) System Condition. The System reasonably meets present demand in all material respects, is constructed in a good and professional manner, is in good working order and condition, and complies in all material respects with all applicable law. (i) Rate Matters. The City’s rates for the provision of water have been approved, if applicable, by any and all necessary governmental regulatory authorities, including, without limitation, each public service commission or public utilities commission that may have jurisdiction over the operations and rates of the City. Further, to the City’s actual knowledge there is no pending or threatened proceeding before any Governmental Authority, the objective
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10 or result of which is or could be to materially reduce or otherwise materially adversely change any of the City’s rates for the provision of water services, or otherwise have a material adverse effect on the condition, financial or otherwise, operations, properties, or business of the System. (j) Litigation. There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, government agency, public board or body, is pending for which the City has been served or, to the City’s actual current knowledge, threatened against the City: (i) in any way affecting the existence of the City or in any way challenging the respective powers of the several offices or the titles of the officials of the City to such offices; (ii) affecting or seeking to prohibit, restrain or enjoin the making, execution or delivery of this Installment Purchase Agreement or the other Financing Documents or the application of the proceeds of this Installment Purchase Agreement or the other Financing Documents; (iii) in any way contesting or affecting, as to the City, the validity or enforceability of this Installment Purchase Agreement or the other Financing Documents; (iv) in any way contesting the powers of the City or its authority with respect to the adoption of Resolution of Issuance, or the execution and delivery of this Installment Purchase Agreement or the other Financing Documents; or (v) in any way contesting or challenging the consummation of the transactions contemplated hereby or thereby or that might materially adversely affect the ability of the City to perform and satisfy its obligations under this Installment Purchase Agreement or the other Financing Documents; nor to the best of the City’s knowledge is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the proceedings authorizing this Installment Purchase Agreement or the other Financing Documents or the performance by the City of its obligations hereunder or thereunder, or the authorization, execution, delivery or performance by the City of this Installment Purchase Agreement or the other Financing Documents.
(k) Valid and Binding Obligation. This Installment Purchase Agreement and each of the Financing Documents is a valid and binding obligation of the City enforceable in accordance with its terms.
(l) Pledge and Other Liens. The pledge in Section 3.9(b) of this Installment Purchase Agreement constitutes a lien on and a pledge of all Net Revenues and there are no other liens on the Net Revenues as of the Closing Date except those in favor of the 2015 Installment Sale Agreement on a pari passu basis with this Installment Purchase Agreement. (m) Due Execution. The City has duly authorized and executed this Installment Purchase Agreement and the other Financing Documents in accordance with the laws of the State. (n) No Default Event of Non-Appropriation. The City is not in default and has not failed to appropriate funds required under the terms, conditions or provisions of any agreement or instrument to which the City has issued debt or payment obligations in the past ten years. (o) Outstanding Parity Obligations. The City has not issued or incurred any obligations which are currently outstanding having any priority in payment out of the Revenues or the Net Revenues over the payment of the Installment Payments as provided herein. As of the date of this Installment Purchase Agreement, the 2015 Installment Sale Agreement constitutes the only outstanding Parity Obligations. Other than the lien granted to the 2015 Installment Sale
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11 Agreement on a pari passu basis with this Installment Purchase Agreement, the City has not granted any lien in the Net Revenues or the Project that would be senior in priority to, or pari passu with, the first priority lien granted to the Authority on the Net Revenues and the Project under this Installment Purchase Agreement.
(p) Project Representations.
i. The City has complied and will comply with such procurement and public bidding requirements as may be applicable to the acquisition and construction by the City of the Project.
ii. During the Term, the Project will be used by the City only for the purpose of performing essential governmental or proprietary functions of the City consistent with the permissible scope of the City’s authority. The City does not intend to sell or otherwise dispose of the Project or any interest therein prior to the last Installment Payment scheduled to be paid hereunder.
iii. The City has an immediate need for the Project and expects to make immediate use of the Project. The City’s need for the Project is not temporary and the City does not expect the need for any item of the Project to diminish during the Term. iv. The City is the fee owner of the real estate where the Project is and will be located (the “Real Property”) and has good and marketable title thereto, and there exists no mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such Real Property. In the event any lien, encumbrance, restriction, asserted encumbrance, claim, dispute or other issue exists or arises with respect to the City’s legal title to or valid and marketable, beneficial use and enjoyment of the Real Property or impairs or adversely impacts Authority’s right, title or interest in the Project or any of Authority’s rights or remedies under this Installment Purchase Agreement with respect to the Project (each of the foregoing referred to as a “Real Property Issue”), City will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue to the satisfaction of Authority and ensure that City and Authority have adequate access to and use of (including beneficial use and enjoyment of) the Real Property for all purposes of the Project contemplated herein and City shall ensure that its fee interest in the Real Property and Authority’s right, title or interest in the Project and rights or remedies under this Installment Purchase Agreement with respect to the Project remain free and clear of Real Property Issues.
SECTION 2.2. Representations, Covenants and Warranties of the Authority. The Authority represents, covenants and warrants to the City as follows:
(a) Due Organization and Existence. The Authority is a joint powers authority organized and existing under the laws of the State of California. (b) Authorization. The Authority is authorized to enter into this Installment Purchase Agreement and each other Financing Document to which it is a party and the transactions contemplated hereby and thereby, and the Authority has duly authorized the execution and delivery of this Installment Purchase Agreement and each other Financing Document to which it is a party.
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12 (c) No Violations. Neither the execution and delivery of this Installment Purchase Agreement nor any other Financing Document to which it is a party nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority or its property is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Authority. (d) Litigation. To the best knowledge of the Authority, there is no pending or threatened action or proceeding against the Authority or for which the Authority has received actual notice before any court or administrative agency which will materially adversely affect the ability of the Authority to perform its obligations under this Installment Purchase Agreement or any other Financing Document to which it is a party.
(e) Investor Letter. The Authority will cause the Assignee to deliver to the City on the Closing Date a certificate or letter substantially in the form set forth in Exhibit C attached hereto, and will abide by all transfer restrictions herein and therein.
ARTICLE 3
TERMS OF AGREEMENT
SECTION 3.1. Purchase of Project and City; Risk of Loss. (a) The Authority agrees to provide funds, in a single advance on the Closing Date solely through proceeds received from the Assignment Agreement, in the Acquisition Amount to the City via wire transfer, as set forth in written instructions provided by the City, for the City to acquire property and easements which are necessary for the acquisition, construction and/or installation of the Project and for the acquisition, construction and/or installation of the Project.
The Authority hereby appoints the City as its agent to carry out all phases of the acquisition, design construction, installation and/or equipping of the Project and the City, as agent of the Authority, assumes all rights, duties, responsibilities and liabilities of the Authority regarding the acquisition, design, construction, installation and/or equipping of the Project. Title to the Project, and each and every portion thereof shall vest in the City upon the acquisition, design and construction thereof; provided, however, the City shall be subject to the payment of Installment Payments as described under this Installment Purchase Agreement and any other amounts due hereunder, to the remedies of the Authority in the Event of Default as provided in Article 5 hereof. The City, as agent of the Authority, may enter into any purchase order, construction management agreement, architecture or engineering contract or construction contract required for the design, acquisition, construction, installation and completion of the Project. The Authority hereby assigns to the City all rights and powers to enforce such purchase orders or contracts as are required for design, acquisition, construction, installation, purchase and completion of the Project, which enforcement may be by auction at law or in equity; provided that the assignment made by the Authority herein shall not prevent the Authority, or its assignee, from asserting any rights or remedies legally available to it. Any appointment of the City as agent of the Authority is limited solely to the extent required under applicable law to render enforceable this Installment Purchase Agreement and to
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13 enable the City to acquire, construct, own and operate the Project, but shall not operate to bind or obligate the Authority for any purpose whatsoever. The City shall not represent to any person that it is acting as agent for the Authority.
(b) Risk of Loss. Whether or not covered by insurance or self insurance, the City hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Project from any cause whatsoever, and no such loss of or damage to or liability arising from the Project shall relieve the City of the obligation to make the Installment Payments or to perform any other obligation under this Installment Purchase Agreement. Whether or not covered by insurance or self insurance, the City hereby agrees to reimburse the Authority and the Assignee (to the fullest extent permitted by applicable law, but only from legally available funds) for any and all liabilities, obligations, losses, costs, claims, taxes or damages suffered or incurred by the Authority or the Assignee, regardless of the cause thereof and all expenses incurred in connection therewith (including, without limitation, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into this Installment Purchase Agreement or any of the transactions contemplated hereby, (b) the ordering, acquisition, ownership use, operation, condition, purchase, delivery, acceptance, rejection, storage or return of any item of the Project, (c) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Project resulting in damage to property or injury to or death to any person, and/or (d) the breach of any covenant of the City under or in connection with this Installment Purchase Agreement or any material misrepresentation provided by the City under or in connection with this Installment Purchase Agreement. The provisions of this Section 3.1(b) shall continue in full force and effect notwithstanding the full payment of all obligations under this Installment Purchase Agreement or the termination of the Term of this Installment Purchase Agreement for any reason. (c) Disclaimer of Warranties. The Authority and Assignee make no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of any of the Project, or any other warranty or representation, express or implied, with respect thereto and, as to the Authority and the Assignee, the City’s acquisition of the Project shall be on an “as is” basis. In no event shall the Assignee be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Installment Purchase Agreement, the Project or the existence, furnishing, functioning or the City’s use of any item, product or service provided for in this Installment Purchase Agreement.
SECTION 3.2. Security Interest. As additional security for the payment and performance of all of the City’s obligations hereunder, the City hereby grants to Assignee as assignee of the Authority (a) a first priority security interest in the Project, together with all replacements, repairs, restorations, modifications and improvements thereof or thereto and all accessories, equipment, parts and appurtenances appertaining or attached to any of the Project, and all substitutions, renewals, or replacements of and additions, improvements, accessions and accumulations to any and all of such Project, together with all the rents, issues, income, profits, proceeds and avails therefrom, (b) first priority security interest constituting a first lien on moneys and investments held from time to time in the Project Fund, (c) a first priority security interest constituting a first lien on the Revenue Fund and Net Revenues on a parity basis with the other Parity Obligations, (d) a first priority security interest constituting a first lien on all accounts,
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14 chattel paper, deposit accounts, documents, instruments, general intangibles and investment property (including any securities accounts and security entitlements relating thereto) evidenced by or arising out of or otherwise relating to the foregoing collateral described in clauses (b) and (c) above, as such terms are defined in Article 9 of the California Commercial Code, and (e) any and all proceeds of any and all of the foregoing, including, without limitation, insurance proceeds (collectively, the “Collateral”). The City authorizes the Assignee to file (and City agrees to execute, if applicable) such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to the Assignee, which the Assignee deems necessary or appropriate to establish and maintain the Assignee’s security interest in the Collateral, including, without limitation, such financing statements with respect to personal property and fixtures under Article 9 of the California Commercial Code and treating such Article 9 as applicable to entities such as City. Notwithstanding the foregoing or anything herein to the contrary, the Authority acknowledges and agrees that its security interest in the Project may be subordinated to the rights of the holders of the Parity Obligations, and it shall not exercise any remedies with respect to its security interest in the Project if doing so would impair the operation of the System or any part thereof necessary to secure adequate Net Revenues for the payment of the interest on and principal of the Parity Obligations, or which would otherwise impair the rights of the holders of Parity Obligations with respect to the Net Revenues or the operation of the System.
SECTION 3.3. Repayment of the Project by the City; Event of Taxability. (a) The City hereby agrees to purchase from the Authority the Project at a purchase price equal to the Acquisition Amount together with interest on the unpaid principal balance of the Acquisition Amount, payable in Installment Payments, payable on each Installment Payment Date as set forth in Exhibit B. If any Installment Payment or other amount payable hereunder is not paid within ten (10) days of its due date, the City shall pay an administrative late charge of five percent (5%) of the amount not timely paid or the maximum amount permitted by law, whichever is less. (b) Upon the occurrence of an Event of Taxability, the interest component of Installment Payments and any charge on Installment Payments or other amounts payable based on the Contract Rate shall have accrued and be payable at the Taxable Rate retroactive to the date as of which the interest component is determined by the Internal Revenue Service to be includible in the gross income of the owner or owners thereof for federal income tax purposes (which retroactive date shall be the earliest date as of which the interest component of any Installment Payment is deemed includable in the gross income of the owner or owners thereof for federal income tax purposes, which may be earlier than the date of delivery of such determination by the Internal Revenue Service), and the City will pay such additional amount as will result in the owner receiving the interest component at the Taxable Rate.
For purposes of this Section, “Event of Taxability” means the circumstance of the interest component of any Installment Payment paid or payable pursuant to this Installment Purchase Agreement becoming includible for federal income tax purposes in an owner’s gross income as a consequence of any act, omission or event whatsoever, including but not limited to the matters described in the immediately succeeding sentence, and regardless of whether the same was within or beyond the control of the City. An Event of Taxability shall be presumed to have occurred upon (a) the receipt by the Assignee or the City of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other written correspondence which legally holds that the interest component of any Installment Payment is includable in the
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15 gross income of the owner thereof; (b) the issuance of any public or private ruling of the Internal Revenue Service that the interest component of any Installment Payment is includable in the gross income of the owner thereof; or (c) receipt by the Assignee or the City of a written opinion of a nationally recognized firm of attorneys experienced in matters pertaining to the tax exempt status of interest on obligations issued by states and their political subdivisions, selected by the Assignee and acceptable to the City, to the effect that the interest component of any Installment Payment has become includable in the gross income of the owner thereof for federal income tax purposes.
For all purposes of this definition, an Event of Taxability shall be deemed to occur on the date as of which the interest component of any Installment Payment is deemed includable in the gross income of the owner thereof for federal income tax purposes.
SECTION 3.4. Substitution of the Project. The City may substitute other property or components of the Project, but only if the City first obtains the prior written consent of the Assignee in its sole and absolute discretion, which consent shall not be unreasonably withheld, and files with the Authority a statement of the City which:
(a) identifies the property, facilities or combination thereof, to be substituted and the components of the Project that they will replace; and
(b) states that the estimated costs of the substituted property, facilities or combination thereof is not less than the cost of the components of the Project being replaced; and (c) states that such substitution will not adversely affect Net Revenues or otherwise result in a Material Adverse Change.
SECTION 3.5. Term. The Term of this Installment Purchase Agreement shall commence on the Closing Date, and shall end on the date upon which all Installment Payments and all other sums due to the Authority and the Assignee hereunder shall be paid in full.
SECTION 3.6. Payments Generally. The Authority has assigned its right to receive payments hereunder to the Assignee. Payments shall be made on or prior to each Installment Payment Date by wire transfer in immediately available funds to the Assignee in accordance with written instructions provided by the Assignee to the City. Any such written instructions shall be provided by the Assignee to the City at least five days prior to the first Installment Payment Date provided that any failure of the City to receive written instructions shall not delay, impair or eliminate the City’s obligation to timely pay Installment Payments.
SECTION 3.7. Taxes. Any payment by the City to the Authority will be made net of any taxes (other than income and similar taxes imposed on or measured by the Authority’s overall net income). The City shall be responsible for the payment of all such taxes.
SECTION 3.8. Conditions Precedent.
The Authority’s obligation to extend financing under this Installment Purchase Agreement is subject to the condition precedent that the Authority receive, in form and substance satisfactory to the Authority, each of the following:
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16 (a) Installment Purchase Agreement. A duly executed copy of this Installment Purchase Agreement and all instruments and documents contemplated hereby and thereby. (b) Evidence of Authority. Such certified board resolutions, certificates of incumbency, and other evidence that the Authority may require that this Installment Purchase Agreement, all instruments and documents executed in connection herewith have been duly authorized and executed.
(c) Insurance. Such evidence as the Authority may require that the City is in compliance with Section 4.5 below.
(d) Consents and Approvals. Evidence as the Authority may require that all regulatory and other consents and approvals referred to in Section 2.1 have been obtained and are in full force and effect.
(e) Opinions of Counsel. The City shall provide (i) an opinion of special counsel regarding the validity of this Installment Purchase Agreement; (ii) the entering into and performance of the Financing Documents by the City and the execution and delivery of this Installment Purchase Agreement and the incurrence of debt thereunder complies in all respects with the limitations and restrictions set forth in all of the Contracts and Parity Obligations including the 2015 Installment Sale Agreement; (iii) this Installment Purchase Agreement establishes a first lien on and pledge of the Net Revenues and other funds pledged thereby for the security of the Installment Payments and other amounts payable under this Installment Purchase Agreement, on a parity with the 2015 Installment Sale Agreement and any other Contract or Parity Obligation including issued in accordance with the terms of the Installment Purchase Agreement; (iv) this Installment Purchase Agreement establishes a first lien on and pledge of the Net Revenues and other funds pledged thereby for the security of the Installment Payments and other amounts payable under this Installment Purchase Agreement, on a parity with the 2015 Installment Sale Agreement and any other Contract or Parity Obligation including issued in accordance with the terms of the Agreement; (v) the City has duly and validity adopted Resolution No. [___] on April 15, 2025 (“Resolution”) at a meeting of the City Council that was duly noticed and held and at which a quorum was present and acting throughout in accordance with the law of the State of California that are applicable to the City, and such Resolution authorizes the execution and delivery of the Financing Documents and is in full force and effect and has not been modified, amended or rescinded; and (vi) the portion of Installment Payments designated as interest is excludable from gross income for Federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes; and such interest is not a specific item of tax preference for purposes of the federal alternative minimum tax; and (vii) the tax-exempt status of interest on the interest component of Installment Payments under State laws. (f) Opinion of City Attorney. An opinion of City Attorney to the City to the effect that (i) the City is duly organized, validly existing, and in good standing under the laws of the State, (ii) the City has duly received all requisite approvals and has the legal power to enter into and perform under the Financing Documents, (iii) all proceedings of the City necessary to be taken in connection with the authorization, execution, delivery and performance of the Financing Documents have been duly taken and all such authorizations are presently in effect, (iv) the Financing Documents have been duly executed and delivered by the City and each constitutes the valid and binding obligation
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17 of the City enforceable against the City in accordance with its terms, except as enforceability may be limited: by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the rights of creditors generally and by general equitable principles which may limit the right to obtain the remedy of specific performance of obligation other than the obligation to pay money, and (v) the execution, delivery, and performance by the City of the Financing Documents does not as of the date of the opinion: (a) violate any provision of any law, rule or regulation, any judgment, order or ruling of any court or governmental agency, articles of organization, articles of incorporation, other charter documents, bylaws or operating agreement, as applicable, of the City, or any agreement, indenture, mortgage, or other instrument to which the City is a party or by which the City or any of its properties or the System is bound; or (b) be in conflict with, result in a breach of, or constitute with the giving of notice or passage of time, or both, a default under any such agreement, indenture, mortgage, or other instrument; (vi) no consent, permission, authorization, order or license of any governmental authority is necessary in connection with the execution, delivery, performance, or enforcement of the Financing Documents, except such as have been obtained and are in full force and effect; and (vii) the authorization, approval, execution and delivery of the Financing Documents and all other proceedings of the City relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, procurement and public bidding laws and all other applicable State or Federal laws; (viii) to the best of such counsel’s knowledge, there are no actions, suits, or proceedings affecting the City or any of its assets pending or threatened before any governmental entity which: (a) if adversely decided could have a material adverse effect on the City’s condition, financial or otherwise, operations, properties or business, or on its ability to perform its obligations under the Financing Documents; (b) could adversely affect the transactions contemplated by the Financing Documents or the pledge of Net Revenues to repay Installment Payments and other amounts payable under this Installment Purchase Agreement on a pari passu basis with the 2015 Installment Sale Agreement and any other Contract or Parity Obligation or the security interest of Assignee or its assigns, as the case may be, in the Project, the Project Fund or other Collateral thereunder; or (c) seeks to rescind, terminate, modify, or suspend any consent, permission, authorization, order or license of any governmental authority referred to above.
SECTION 3.9. Nature of City’s Obligations.
(a) Special Obligation. The City’s obligation to pay the Installment Payments is a special obligation of the City limited solely to the Net Revenues and all amounts on deposit in the Revenue Fund and the Project Fund. Under no circumstances is the City required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified herein for the payment of the Installment Payments, and no other funds or property of the City are liable for the payment of the Installment Payments. Notwithstanding the foregoing provisions of this Section, however, nothing herein prohibits the City voluntarily from making any payment hereunder from any source of available funds of the City. (b) Obligations Absolute. The obligations of the City to pay the Installment Payments from the Net Revenues and to perform and observe the other agreements contained herein are absolute and unconditional and are not subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach of the City or the Authority of any obligation to the City or otherwise with respect to the System, whether hereunder or otherwise, or out of indebtedness
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18 or liability at any time owing to the City by the Authority. Until such time as all of the Installment Payments have been fully paid or prepaid, the City:
(i) will not suspend or discontinue payment of any Installment Payments; (ii) will perform and observe all other agreements contained in this Installment Purchase Agreement; and
(iii) will not terminate this Installment Purchase Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the System, sale of the System, the taking by eminent domain of title to or temporary use of any component of the System, commercial frustration of purpose, any change in the tax or other laws of the United States of America or the State of California or any political subdivision of either thereof or any failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Installment Purchase Agreement. (c) Protection of Rights. If the Authority fails to perform any such agreements on its part, the City may institute such action against the Authority as the City deems necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the preceding subsection (b). The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Authority prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Authority will (upon reasonable notice, and at the sole expense of the City) cooperate fully with the City to the extent reasonably necessary and take such action reasonably necessary to effect the substitution of the City for the Authority in such action or proceeding if the City shall so request. (d) Budget and Appropriation of Installment Payments. During the Term of this Installment Purchase Agreement, the City shall adopt all necessary budgets and make all necessary appropriations of the Installment Payments from the Net Revenues. In the event any Installment Payment requires the adoption by the City of any supplemental budget or appropriation, the City shall promptly adopt the same. The covenants on the part of the City contained in this subsection (d) shall be deemed to be and shall be construed to be duties imposed by law, and it shall be the duty of each and every public official of the City to take such actions and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out the perform the covenants and agreements in this subsection (d). (e) The City agrees that it will perform and comply with each and every covenant and agreement required to be performed or observed by it each Contract and each other Parity Obligation. All events of default and remedies contained in each Contract and each other Parity Obligation, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety (amended to also take into account this Installment Purchase Agreement and all of the obligations of the City and Installment Payments and other amounts payable under this Installment Purchase Agreement) all of which shall be deemed to be made for the benefit of the Assignee and shall be
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19 enforceable against the City (the “Incorporated Provisions”). To the extent that any such Incorporated Provision permits the City or any other party to waive compliance with such provision or requires that a document, opinion or other instrument or any event or condition be acceptable or satisfactory to the City or any other party, for purposes of this Installment Purchase Agreement, such provision shall be complied with unless it is specifically waived by the Assignee in writing in its sole and absolute discretion and such document, opinion or other instrument and such event or condition shall be acceptable or satisfactory only if it is acceptable or satisfactory to the Assignee which shall only be evidenced by the written approval by the Assignee of the same in its sole and absolute discretion. No termination or amendment to any Incorporated Provision or release of the City made pursuant to any Contract or any other Parity Obligation, shall be effective to terminate or amend such Incorporated Provisions or release the City with respect thereto in each case as incorporated by reference herein without the prior written consent of the Assignee in its sole and absolute discretion. The City shall continue to observe the Incorporated Provisions for the benefit of the Assignee until the termination of such Parity Obligation or payment in full of the applicable Contract. All such Incorporated Provisions shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such Incorporated Provisions be a limitation on the express covenants contained herein. (f) In the event that the City shall, directly or indirectly, enter into or otherwise consent to any instrument which such instrument provides any Person with different or more restrictive covenants, different or additional events of default and/or greater rights and remedies with respect to any System Obligation or other instrument or all or any portion of the Revenues, Net Revenues or all or any portion of the System than are provided to the Assignee in this Installment Purchase Agreement, the City shall provide the Assignee with a copy of each such instrument and such different or more restrictive covenants, different or additional events of default and/or greater rights and remedies shall automatically be deemed to be incorporated into this Installment Purchase Agreement and the Assignee shall have the benefits of such different or more restrictive covenants, different or additional events of default and/or greater rights and remedies as if specifically set forth herein. The City shall promptly enter into an amendment to this Installment Purchase Agreement to include different or more restrictive covenants, different or additional events of default and/or greater rights and remedies; provided that the Assignee shall have and maintain the benefit of such different or more restrictive covenants, different or additional events of default and/or greater rights and remedies even if the City fails to provide such amendment.
The City will preserve and protect the security of the Parity Obligations and the rights of the Assignee and the other owners of the Parity Obligations, and will warrant and defend their rights against all claims and demands of all persons. From and after the execution and delivery of this Installment Purchase Agreement, this Installment Purchase Agreement shall be incontestable by the City.
SECTION 3.10. Revenue Fund; Pledge of Net Revenues.
(a) Revenue Fund; Receipt and Deposit of Net Revenues. There has heretofore been established a special fund known as the “City of San Jacinto Revenue Fund,” which fund is the same fund as the Revenue Fund described in Section 3.8 of the 2015 Installment Sale Agreement and which fund shall continue to be held and maintained by the City so long as this Installment Purchase Agreement and any Parity Obligations are outstanding. All of the Net Revenues and all
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20 amounts on deposit in the Revenue Fund are hereby irrevocably pledged to the punctual payment of the Installment Payments and any Parity Obligations. The Net Revenues and such other funds may not be used for any other purpose so long as any of the Installment Payments and any Parity Obligations remain unpaid; except that out of the Net Revenues there may be apportioned such sums, for such purposes, as are expressly permitted by this Section 3.10. In accordance with Section 5451 of Title 1, Chapter 5.5 of the California Government Code, this pledge shall constitute a first and exclusive lien on the Net Revenues and such other moneys for the payment of the Installment Payments and any Parity Obligations in accordance with the terms hereof and the terms of the instruments authorizing the issuance of any Parity Obligations. The City shall deposit all Revenues as and when received by it in the Revenue Fund and the City agrees and covenants that all Revenues deposited by it in the Revenue Fund will be accounted for through and held in trust in the Revenue Fund for the benefit of the Authority and for the benefit of the owners of any Parity Obligations on a pari passu basis. The City shall withdraw from such Revenue Fund and transfer to the Authority an amount of Net Revenues equal to the aggregate amount of the Installment Payment when and as the same becomes due and payable. In addition, the City shall withdraw from such fund or funds such amounts of Net Revenues at such times as required to pay the principal of and interest on any Parity Obligations and otherwise comply with the provisions of the instruments authorizing the issuance of any Parity Obligations. (b) Pledge of Net Revenues. All the Net Revenues are irrevocably pledged by the City to the punctual payment of the interest on and principal of and prepayment or redemption premiums, if any, on the Installment Payments and the payment of any other Contract Payments on a pari passu basis, subject to the provisions permitting the application thereof for the purposes and on the conditions and terms set forth in this Installment Purchase Agreement. This pledge shall constitute a first lien on the Net Revenues and such other money for the payment of the Installment Payments and the payment of any other Contract Payments, in accordance with the terms of this Installment Purchase Agreement and any Parity Obligations. The principal of and interest on the Installment Payments and any prepayment premiums upon the prepayment thereof shall not be payable from or secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the City or any of its income, receipts, or revenues, except the Net Revenues and the portion of the Project pledged to the payment thereof as provided in this Installment Purchase Agreement.
(c) Other Uses Permitted. The City shall manage, conserve and apply the Net Revenues in such a manner that all deposits required to be made under the preceding paragraph will be made at the times and in the amounts so required. Subject to the foregoing sentence, so long as no Default has occurred and is continuing hereunder or would result therefrom, the City may at any time and from time to time use and apply Net Revenues for (i) the acquisition and construction of improvements to the System; (ii) the prepayment of this Installment Purchase Agreement or Parity Obligations; or (iii) any other lawful purpose of the City.
SECTION 3.11. Project Fund. Subject to the terms and conditions of this Installment Purchase Agreement, the Authority shall cause the Assignee to provide the Acquisition Amount and deposit the Acquisition Amount in the Project Fund under the Escrow Agreement. The Assignee’s approval of disbursement of funds under the Escrow Agreement is contingent on the City’s compliance with the terms and conditions of this Installment Purchase Agreement and the Escrow Agreement. When amounts are requested from the Project Fund, the City shall promptly
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21 execute and deliver Disbursement Requests to the Assignee pursuant to the Escrow Agreement for the purpose of effecting disbursements from the Project Fund to pay (or reimburse) Project Costs for the Project so acquired and installed. In connection with the execution and delivery by the City to Assignee of the final Disbursement Request, the City shall deliver to Assignee a “Final Acceptance Certificate” in the form attached hereto as Exhibit D. Assignee shall not have any responsibility to pay amounts for any Project Costs or Costs of Issuance with respect to the Financing Documents or the Project that individually or collectively exceed the Acquisition Amount.
ARTICLE 4
COVENANTS OF THE CITY
SECTION 4.1. Reports and Notices.
(a) Annual Financial Statements. No later than 270 days after the end of each Fiscal Year commencing with Fiscal Year 2024/25 the City shall deliver to the Authority audited financial statements of the City prepared in accordance with the accounting standards set forth by the Government Accounting Standard Board. Such financial statements will: (1) be audited by Independent Certified Public Accountants selected by the City; and (2) be accompanied by a report of such accountants containing an opinion. Notwithstanding the foregoing, if audited financial statements are not available within such 270 day period, the City shall provide to the Authority a statement to that effect together with unaudited financial statements reasonably acceptable to the Authority, and shall thereafter provide to the Authority its audited financial statements within 30 days of the City Council meeting at which such audited financial statements are received by the City Council of the City.
Each such audit, in addition to whatever matters may be thought proper by the accountant to be included therein, shall include a summary statement showing the amount of Revenues and the amount of all other funds collected which are required to be pledged or otherwise made available as security for payment of principal of and interest on the Parity Obligations (including the Installment Payments), the disbursements from the Revenues and other funds in reasonable detail. The City shall also provide the Assignee with the City’s approved operating budget for each Fiscal Year within 30 days of approval by the City Council. Any reports required to be delivered to the Assignee may be provided via electronic mail or through the Municipal Securities Rulemaking Board Electronic Municipal Market Access website. The City further agrees to provide such additional information to the Assignee as Assignee may from time to time reasonably request. Credit information relating to the City may be disseminated among Assignee and any of its affiliates and any of their respective successors and assigns. (b) Notice of Default. Promptly after becoming aware thereof, the City shall provide to the Authority notice of the occurrence of an Event of Default, including, without limitation, any error in the City’s financial information previously provided to the Authority and the occurrence of any breach, default, event of default or event that, with the giving of notice and/or the passage of time and/or the occurrence of any other condition, would become a breach, default or event of default under this Installment Purchase Agreement.
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22 (c) Notice of Certain Events. The City shall provide to the Authority (1) notice at least 30 days prior thereto, of any change in the principal place of business of the City or the office where its records concerning its accounts are kept; and (2) all other notices required to be provided hereunder.
SECTION 4.2. Existence as City. The City shall continue to municipal corporation under the laws of the State of California during the term of this Installment Purchase Agreement.
SECTION 4.3. Change in Business. The City shall not, without the prior written consent of the Assignee, engage in any business activities or operations substantially different from or unrelated to the City’s present business activities or operations.
SECTION 4.4. Liens against the System. The City shall keep the System and the Project free of all levies, Liens, and encumbrances except those created by this Installment Purchase Agreement. With respect to the System, the City shall not, without the prior written consent of the Assignee, create, incur, assume, or allow to exist any mortgage, deed of trust, pledge, lien (including the lien of an attachment, judgment, or execution), security interest, or other encumbrance of any kind upon any of the System’s property, real or personal (collectively, “Liens”). The foregoing restrictions will not apply to:
(a) Liens in favor of the Authority and the Assignee under the Financing Documents;
(b) Liens for taxes, assessments, or governmental charges that are not past due; (c) pledges and deposits under workers’ compensation, unemployment insurance, and social security laws;
(d) pledges and deposits to secure the performance of bids, tenders, contracts (other than contracts for payment of money), and like obligations arising in the ordinary course of business as conducted on the date hereof;
(e) Liens imposed by the law in favor of mechanics, material suppliers, warehouses, and like persons that secure obligations if such Lien is being diligently contested in good faith for a period of thirty days, and the City has posted a bond or posted cash collateral for the full amount of such claim;
(f) easements, rights-of-way, restrictions, and other similar encumbrances that, in the aggregate, do not materially interfere with the occupation, use, and enjoyment of the property or assets encumbered thereby in the normal course of business or materially impair the value of the property subject thereto;
(g) purchase money Liens to secure indebtedness permitted hereunder so long as such security interest is subordinated and subject in all respects to the terms of this Installment Purchase Agreement and the Contracts and Parity Obligations and all rights of the Assignee and the other holders of the Parity Obligations, and the secured party shall not exercise any remedies with respect to its security interest if doing so would impair the operation of the System or any part thereof necessary to secure adequate Revenues or Net
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23 Revenues for the payment of the interest on and principal of the Parity Obligations (including this Installment Purchase Agreement), or which would otherwise impair the rights of the holders of Parity Obligations (including the Assignee) with respect to the Revenues or Net Revenues or the operation of the System; and/or (h) Liens relating to Parity Obligations issued in compliance with the provisions of Section 4.14 hereof if such Liens equally and ratably secures all of this Installment Purchase Agreement and the Parity Obligations; and/or (i) existing liens as of the Closing Date and disclosed to the Authority and Assignee in writing prior to the Closing Date and which do not adversely affect the value of, or materially impair, the operation, use or Revenues of the System.
SECTION 4.5. Insurance. The City shall maintain insurance with reputable and financially sound insurance companies or associations, including self-insurance to the extent customary, acceptable to the Authority in such amounts and covering such risks as are usually carried by companies engaged in the same or similar business and similarly situated, and make such increases in the type or amount of coverage as the Authority may reasonably request. All such policies insuring any collateral for the City’s obligations to the Authority will have additional insured, mortgagee and lender’s loss payee clauses or endorsements, as applicable, in form and substance satisfactory to the Authority. At the Authority’s request, the City agrees to deliver to the Authority such proof of compliance with this section as the Authority may require.
The City shall at all times maintain with responsible insurers all such insurance on the System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to the System. The City shall also maintain, with responsible insurers, worker’s compensation insurance and insurance against public liability and property damage to the extent reasonably necessary to protect the City, the Authority and the Assignee.
Any insurance required to be maintained hereunder may be maintained under and in accordance with a joint exercise of powers agreement, and may be maintained by the City in the form of selfinsurance or in the form of participation by the City in a program of pooled insurance.
The City shall during the Term of this Installment Purchase Agreement, maintain or cause to be maintained liability insurance naming Assignee and its assigns as additional insured that protects Assignee from liability with limits of at least $5,000,000 per occurrence for bodily injury and property damage coverage (such liability insurance coverage may be in a combination of primary general liability and/or excess liability umbrella coverage), and in all events issued in form and amount satisfactory to Assignee and by an insurance company that is authorized to do business in the State and having a financial strength rating by A.M. Best Company of “A ” or better; and worker’s compensation coverage as required by the laws of the State. In the event the City is permitted, at Assignee’s sole discretion, to self-insure, the City shall provide to Assignee a selfinsurance letter in form and substance satisfactory to Assignee. The City shall furnish to Assignee evidence of all such insurance or self-insurance coverage described in this Section throughout the Term of this Installment Purchase Agreement. The City shall not cancel or modify such insurance or self-insurance coverage in any way without first giving written notice thereof to Assignee at least thirty (30) days in advance of such cancellation or modification.
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24 SECTION 4.6. System Maintenance. The City shall maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, the System, and make all alterations, replacements, and improvements thereto as may from time to time be necessary in order to ensure that its properties remain in good working order and condition. The City agrees that at the Authority’s request, which request may not be made more than once a year, the City will furnish to the Authority a report on the condition of the City’s property prepared by a professional engineer satisfactory to the Authority.
SECTION 4.7. Against Sale or Other Disposition of the System. The City will not sell or otherwise dispose of the System or any part thereof essential to the proper operation of the System or that would have a Material Adverse Change on the Net Revenues received or receivable by the City, unless the Installment Payments and the Parity Obligations have been fully paid or provision has been made therefor. The City will not enter into any lease or agreement which impairs the operation of the System or any part thereof necessary to secure adequate Net Revenues for the payment of the interest on and principal of, prepayment premium and redemption premiums, if any, on the Installment Payments and the Parity Obligations, or which would otherwise impair the rights of the Authority or the owners of the Parity Obligations with respect to the Net Revenues or the operation of the System or the tax-exempt status of the interest component of Installment Payments.
The City covenants that neither the System as a whole or substantially as a whole nor any property that is a part thereof which is essential to its proper operation or to the maintenance of the Revenues shall be mortgaged or otherwise encumbered, sold, leased, pledged or disposed of. The Revenues shall not be mortgaged, encumbered, sold, leased, pledged or disposed of or used or have any charge placed thereon except as authorized by the terms of this Installment Purchase Agreement. The City further covenants that it will not enter into any agreement or transaction, including one leasing, selling or otherwise disposing of nonessential property included as part of the System, which impairs the operation of the System or any part of the System necessary to secure adequate Net Revenues (or any portion thereof) to pay all Installment Payments and all Parity Obligations and any other System Obligations, or which otherwise would materially impair the rights of the City with respect to the Net Revenues (or any portion thereof) or the operation of the System (or any portion thereof).
SECTION 4.8. Eminent Domain Proceeds. If all or any part of the System shall be taken by eminent domain proceedings, the net proceeds shall be used as follows:
(a) Except as provided herein, the City covenants that the System will not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise disposed of, as a whole or substantially as a whole if such encumbrance, sale, lease, pledge, charge or other disposition would materially impair the ability of the City to pay the Installment Payments or the principal of or interest on any Parity Obligations, or would materially adversely affect its ability to comply with the terms of this Installment Purchase Agreement or the instruments authorizing the issuance of any Parity Obligations. The City shall not enter into any agreement which impairs the operation of the System or any part of it necessary to secure adequate Net Revenues to pay the Installment Payments and any Parity Obligations, or which otherwise would impair the rights of the Authority with respect to the Net Revenues. If any substantial part of the System is sold, the payment therefor
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25 must either (x) be used for the acquisition or construction of improvements and extensions or replacement facilities or (y) be applied to prepay or redeem the Installment Payments and any Parity Obligations, on a pro rata basis, in the manner provided herein and in the instruments authorizing such Parity Obligations.
(b) Any amounts received as awards as a result of the taking of all or any part of the System by the lawful exercise of eminent domain, if and to the extent that such right can be exercised against such property of the City, shall either (x) be used for the acquisition or construction of improvements and extension or replacement facilities of the System, or (y) be applied to prepay or redeem the Installment Payments and any Parity Obligations, on a pro rata basis, in the manner provided herein and in the instruments authorizing such Parity Obligations.
SECTION 4.9. Amounts of Rates, Fees and Charges; Financial Covenants. (a) Rates, Fees and Charges. The City will, at all times while any of the Installment Payments remain outstanding, fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the System during each Fiscal Year and manage the operation of the System for each Fiscal Year so as to yield Revenues at least sufficient, after making reasonable allowances for contingencies and errors in the estimates, to pay the following amounts during such Fiscal Year in the following order of priority:
(i) All current Maintenance and Operation Costs;
(ii) The interest on and principal of and prepayment premium (if any) the Installment Payments and the payments for the Parity Obligations, without preference or priority;
(iii) All payments required for compliance with the terms of this Installment Purchase Agreement and each other Parity Obligation, including without limitation, any obligation to maintain a reserve fund at a certain level, collectively, on a parity basis; (iv) All payments to meet any other obligations of the City which are charges, liens or encumbrances upon, or payable from, the Revenues; and (v) To the extent all of the foregoing amounts have been paid and no Event of Default or Default has occurred, payments with respect to the Subordinate Obligations and any other System Obligations as they become due and payable. (b) Debt Service Coverage Ratio. The City will fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the System during each Fiscal Year that are sufficient to yield Net Revenues so that at the end of each Fiscal Year of the City, commencing with the Fiscal Year ending June 30, 2025, the Debt Service Coverage Ratio (as defined below) for such Fiscal Year is not less than 1.20 to 1.00. For purposes hereof, the term “Debt Service Coverage Ratio” means, for such Fiscal Year, the ratio of: (i) Net Revenues for such Fiscal Year; to (ii) Maximum Annual Debt Service for such Fiscal Year.
SECTION 4.10. Enforcement of and Performance Under Parity Obligations. The City shall enforce all material provisions of any contracts to which it is a party, an assignee,
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26 successor in interest to a party, or third-party beneficiary, in any case where such contracts provide for water to be produced, transmitted and distributed by the System or provide for payments or services to be rendered to the City. Further, the City will comply with, keep, observe and perform all material agreements, conditions, covenants and terms, express or implied, required to be performed by it, contained in all contracts affecting or involving the System, to the extent that the City is a party thereto.
SECTION 4.11. Collection of Charges, Fees and Rates. The City will have in effect at all times rules and regulations requiring each customer to pay the applicable charges, fees and rates and providing for the billing thereof. In each case where such bill remains unpaid in whole or in part after it becomes delinquent, the City will take necessary actions to enforce the collection procedures contained in the rules and regulations.
SECTION 4.12. Against Encumbrances. The City will not mortgage or otherwise encumber, pledge or place any charge or lien upon the System or any of the Revenues or Net Revenues except as provided in this Installment Purchase Agreement and will not issue any obligations secured by or payable from Net Revenues on a parity with, or senior to, the Installment Payments and Parity Obligations.
The City further covenants that the City shall not issue or incur any Subordinate Obligation unless:
(a) Net Revenues, calculated on sound accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent twelve (12) month period selected by the City ending not more than sixty (60) days prior to the adoption of the resolution approving the instrument pursuant to which such Subordinate Obligation is issued or incurred, as shown by the books of the City shall, after deducting all amounts required for the payment of Installment Payments and all Parity Obligations, have amounted to at least 1.00 times the sum of the maximum annual debt service on all Subordinate Obligations and System Obligations outstanding immediately subsequent to the incurring of such additional obligations. (b) The City must be in compliance with all covenants set forth in this Installment Purchase Agreement and each other Parity Obligation and Contract and System Obligation (including, but not limited to, covenants relating to the issuance of Subordinate Obligations taking into account such proposed Subordinate Obligations) and no Default or Event of Default shall have occurred or be continuing.
(c) The Subordinate Obligations must provide that:
(i) The proceeds of such Subordinate Obligations must be applied to the acquisition, construction, improvement, financing or refinancing of additional facilities, improvements or extensions of existing facilities within the System, or otherwise for facilities, improvements or property which the City determines are of benefit to the System, or for the purpose of refunding any Parity Obligations and Subordinate Obligations in whole or in part, including all costs (including costs of issuing such Subordinate Obligations and including capitalized interest on such Subordinate Obligations during any period which the City deems necessary or advisable) relating thereto;
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27 (ii) Interest on such Subordinate Obligations must be payable no more frequently than any Installment Payment Date (and not on any additional dates); and (iii) The principal of such Subordinate Obligations must be payable on no more frequently than any Installment Payment Date (and not on any additional dates) in which principal is payable on Installment Payments.
(d) The City shall notify the Assignee in writing of the issuance of Subordinate Obligations and provide the Assignee with evidence of satisfaction of the requirements of this Section 4.12 and to the extent the requirements of this Section 4.12 are satisfied connection with such issuance of Subordinate Obligations, the City shall not be required to obtain the consent of the Assignee required pursuant to Section 7.3 in connection with the issuance of such Subordinate Obligations.
SECTION 4.13. Execution of Parity Obligations. The City may at any time execute any Parity Obligations the Contract Payments under which are payable on a parity with the Installment Payments; provided, that such Parity Obligations meet the conditions and requirements for the issuance of Parity Obligations under Section 4.14 below.
SECTION 4.14. Conditions for Entering into Parity Obligations. The City may at any time enter into a Parity Obligation payable from the Net Revenues and secured by a lien and charge upon the Net Revenues equal to and on a parity with the lien and charge securing this Installment Purchase Agreement, but only subject to specific conditions precedent, which are summarized below:
(a) The City is not in default under the terms of this Installment Purchase Agreement and the City shall be in compliance with all agreements, conditions, covenants and terms contained in this Installment Purchase Agreement (including, without limitation, the provisions of Sections
4.9 and 4.11) and in each other Parity Obligations required to be observed or performed by it, and a certificate signed by the Finance Director to that effect shall have been filed with the Assignee (this condition shall not apply where the purpose of a Parity Obligation proposed to be issued is to cure such non-compliance, provided that the certification shall identify such noncompliance and state that the issuance of such Parity Obligations and application of the proceeds thereof will cure such noncompliance).
(b) The execution of the Parity Obligation shall have been duly authorized pursuant to all applicable laws.
(c) The Net Revenues for the most recent Fiscal Year for which audited financial statements are available shall have produced Net Revenues equal to at least one hundred twenty percent (120%) of the Maximum Annual Debt Service as calculated taking into effect of such Parity Obligation and a certificate signed by the Finance Director with supporting calculations based on the audited financial statements demonstrating such compliance delivered to Assignee to that effect shall have been filed with the Authority; provided, that in the event that all or a portion of such Parity Obligation being entered into is for the purpose of refunding and retiring any outstanding Parity Obligation, interest and principal payments on the Parity Obligation to be so
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28 refunded and retired from the proceeds of such Parity Obligation being issued shall be excluded from the foregoing computation of Maximum Annual Debt Service. (d) The Contract Payment Dates for any Parity Obligations shall be:
(i) for interest payments, payable no more frequently than semiannually on any Installment Payment Date (i.e. February 7 and August 7, and not on any additional dates); and
(ii) for principal payments, payable no more frequently than semiannually on any Installment Payment Date (i.e. February 7 and August 7, and not on any additional dates).
(e) The City shall notify the Assignee in writing of the issuance of Parity Obligations and provide the Assignee with evidence of satisfaction of the requirements of this Section 4.14 and to the extent the requirements of this Section 4.14 are satisfied connection with such issuance of Parity Obligations, the City shall not be required to obtain the consent of the Assignee required pursuant to Section 7.3 in connection with the issuance of such Parity Obligations.
SECTION 4.15. Tax Covenants.
The City hereby covenants that, notwithstanding any other provision of this Installment Purchase Agreement, it will make no use of the proceeds of this Installment Purchase Agreement or of any other amounts, regardless of the source, or of any property or take any action, or refrain from taking any action, that would cause this Installment Purchase Agreement to be “arbitrage bonds” within the meaning of Section 148 of the Tax Code.
The City will not use or permit the use of either System or any portion thereof by any person other than a governmental unit as such term is used in Section 141 of the Tax Code, in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of the interest payable pursuant to this Installment Purchase Agreement under Section 103 of the Tax Code.
The City will not make any use of the proceeds from this Installment Purchase Agreement or any other funds of the City, or take or omit to take any other action, that would cause the obligation provided herein to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code or “private activity bonds” within the meaning of Section 141 of the Tax Code. To that end, so long as the Installment Payments are unpaid, the City, with respect to such proceeds and such other funds, will comply with all requirements of such Sections and all regulations of the United States Department of the Treasury issued thereunder and under the Tax Code to the extent such requirements are, at the time, applicable and in effect.
The City shall promptly file or cause to be filed an information report for the Installment Payments in compliance with Section 149 (e) of the Tax Code.
The City has complied with the Tax Code, with respect to this Installment Purchase Agreement, and the City shall not knowingly take or omit to take any action that, under existing
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29 law which may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from any applicable State tax of the interest on Installment Purchase Agreement.
SECTION 4.16. Reconstruction of System; Application of Insurance Proceeds. If any useful portion of the System shall be damaged or destroyed, the City shall, as expeditiously as possible, continuously and diligently pursue or cause to be pursued the reconstruction or replacement thereof, unless the City shall file with the Authority a written certificate of an engineer qualified to render such certificate to the effect that such reconstruction or replacement is not in the best interests of the City and the Authority. All amounts collected from insurance against accident to or destruction of any portion of the System shall be used to repair or rebuild such damaged or destroyed portion of the System or if determined not to repair or rebuild such portion and in any event to the extent not so applied, must either (a) be used for the acquisition or construction or improvements and extensions or replacement facilities or (b) be applied to prepay or redeem the Installment Payments and any Parity Obligations, on a pro rata basis, in the manner provided in this Installment Purchase Agreement and the 2015 Installment Sale Agreement and in any other instruments authorizing such Parity Obligations. The proceeds of any insurance paid on account of such damage or destruction, other than business interruption loss insurance or public liability insurance, shall be deposited by the City in a special account, held in trust by the City, and made available for, and to the extent necessary applied to, the cost of such reconstruction or replacement, if any and applied pursuant to this Section. Pending such application, such proceeds may be invested by the City in investments permitted by Section 53601 of the California Government Code which mature not later than such times as shall be necessary to provide moneys when needed to pay such cost of reconstruction or replacement. Any balance of such proceeds of insurance not required by the City for the purposes aforesaid shall be deemed Revenues.
SECTION 4.17. Records and Accounts. The City covenants and agrees that it shall keep proper books of record and accounts of the System, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System, the Revenues and the Net Revenues. Said books shall at all reasonable times be subject to the inspection of the Authority and the Assignee.
SECTION 4.18. Collection of Charges. The City covenants and agrees that, except to the extent that the City is required under agreements and/or contracts existing on the effective date of this Installment Purchase Agreement, no water service from the System may be furnished or rendered to the United States of America, the State, or any private corporation or person free of charge, or for consideration lower than that charged other persons for similar service in accordance with the City’s regulations. The City covenants that it shall maintain and enforce valid regulations for the payment of bills for water service and wastewater treatment and disposal service.
SECTION 4.19. Against Competing Utility. The City will not acquire, construct, operate or maintain, and will not, within the fullest scope of its lawful powers, permit any other private or public corporation, political subdivision, district or agency, or any person whomsoever to acquire, construct, operate or maintain any water system, sewer system or sewer utility in an area presently served by the System.
SECTION 4.20. Compliance with this Installment Purchase Agreement. The City will faithfully observe and perform or cause to be faithfully observed and performed all the
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30 covenants, conditions and requirements of this Installment Purchase Agreement, and will not suffer or permit any default to occur hereunder. The City will not do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted to be done, or any such omission of or refraining from action, would constitute an Event of Default hereunder. Upon request by the Authority, the City shall provide a written certificate of the City to the effect that it is in compliance with all covenants, conditions and requirements of this Installment Purchase Agreement, other than those expressly waived by Authority.
SECTION 4.21. Observance of Laws and Regulations. The City will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired and enjoyed by the City, including the City’s right to exist and carry on business as a water district, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.
SECTION 4.22. Budget. The City hereby covenants to take such action as may be necessary to include all Installment Payments and all other amounts due hereunder in its annual budget and to make the necessary annual appropriations for all such Installment Payments and all other amounts due hereunder. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be ministerial duties imposed by law and it shall be the ministerial duty of each and every public official of the City to take such action and do such things as are required by law in the performance of such official duty of such officials to enable the City to carry out and perform the covenants and agreements on the part of the City contained in this Installment Purchase Agreement.
SECTION 4.23. Inspection. Permit the Authority or its agents, upon reasonable notice and during normal business hours or at such other times as the parties may agree, to inspect and visit any of its properties, examine and make excerpts from its books and records, and to discuss its business affairs, finances and accounts with its officers, directors, employees, and Independent Certified Public Accountants and to conduct reviews of any collateral.
SECTION 4.24. Further Assurances and Other Information. From time to time and at its expense, execute and deliver such documents and do such other acts and things as the Authority in its sole discretion may deem necessary or advisable from time to time in order to more fully carry out the provisions and purpose of this Installment Purchase Agreement, including delivery of such other information regarding the condition or operations, financial or otherwise, of the City as the Authority may from time to time reasonably request, including, but not limited to, copies of all pleadings, notices and communications referred to in Section 4.1 herein.
SECTION 4.25. Delivery of Original Documents. The City shall deliver to the Authority the original executed versions of this Installment Purchase Agreement, the Financing Documents and the certificates, instruments and documents required to be executed hereunder.
SECTION 4.26. No Public Registration. Without the prior written consent of the Assignee, this Installment Purchase Agreement shall not be (i) assigned a rating by any credit
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31 rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) offered pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number.
SECTION 4.27. Indemnity for Taxes. At all times the City shall indemnify and hold and save the Authority and the Assignee harmless from and against any and all actions or causes of action, claims, demands, liabilities, loss, damage or expense of whatsoever kind and nature incurred by the Authority as a result of the non-payment of any documentary stamp tax, intangible tax, interest or penalties associated therewith or any other local, state or federal assessment required to be paid, but not paid in conjunction with the indebtedness evidenced by this Installment Purchase Agreement. The City agrees to pay to the Authority and the Assignee, their successors and assigns, all sums of money requested by the Authority or the Assignee hereunder within ten days of such request, which the Authority or the Assignee will or may advance, pay or cause to be paid, or become liable to pay, on account of or in connection with failure to pay as required by the regulations of the Governmental Authority so imposing said payment. The Authority and the Assignee will be entitled to charge for any and all disbursements made by it in good faith, under the reasonable belief that it or the City is or was liable for the amount so assessed. Any default by the City in making any payments required under this covenant will constitute a payment Event of Default under this Installment Purchase Agreement and the Authority or the Assignee may, at its option, declare the entire amount of principal plus accrued interest thereon due and payable without notice or demand.
The parties to this Installment Purchase Agreement contemplate that the Project will be used for a governmental or proprietary purpose of the City and that the Project will therefore be exempt from all property taxes. If the lease, sale, purchase, operation, use, possession or acquisition of the Project or the System is nevertheless determined to be subject to taxation, the City shall pay when due all sales and other taxes, special assessments, governmental and other charges of any kind that are at any time lawfully assessed or levied against or with respect to the Project or the System, the Installment Payments or any part of either thereof, or which become due during the Term of this Installment Purchase Agreement, whether assessed against the City, the Authority or Assignee. The City shall pay all utility and other charges incurred in the operation, use and maintenance of the Project and the System. The City shall pay such taxes, assessments or charges as the same may become due. The City shall pay the fee charged by the California Debt and Investment Advisory Commission with respect to this Installment Purchase Agreement pursuant to Section 8856 (or any successor provision) of the California Government Code. The obligation of the City under this Section 4.27 shall survive termination of this Agreement.
SECTION 4.28. ERISA. The City and its subsidiaries, for so long as this Installment Purchase Agreement remains outstanding, will remain in compliance in all material respects with the applicable provisions of ERISA, the failure to comply with which has or may have a material adverse effect on the City.
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32 ARTICLE 5
EVENTS OF DEFAULT AND REMEDIES
SECTION 5.1. Events of Default and Acceleration of Installment Purchase Agreement. Any of the following events shall constitute an event of default:
(a) Events of Default.
(i) If default shall be made in the due and punctual payment of the interest component of Installment Payments payable pursuant to this Installment Purchase Agreement or with respect to any Parity Obligation when and as the same shall become due and payable; or
(ii) If default shall be made in the due and punctual payment of the principal component of Installment Payments of or prepayment premium, if any, on or of any sinking fund installment pursuant to this Installment Purchase Agreement or with respect to any Parity Obligation when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; or
(iii) If default shall be made by the City in the observance or performance of any of the other agreements, conditions, covenants or terms on its part contained in this Installment Purchase Agreement, and such default shall have continued for a period of thirty (30) days after the City shall have been given notice in writing of such default by the Authority, which may give notice in its discretion; provided, that such default shall not constitute an Event of Default if the City shall commence to cure such default within such thirty (30)-day period and thereafter diligently and in good faith shall proceed to cure such default within a reasonable period of time but not later than an additional thirty (30) days; or
(iv) If the City shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the City, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property; or
(v) Any representation or warranty made or deemed to be made by or on behalf of the City in this Installment Purchase Agreement or any other Financing Document or in any certificate, financial or other statement furnished by or on behalf of the City to the Authority pursuant hereto or thereto shall prove to have been inaccurate, misleading or incomplete in any material respect when made; or
(vi) Any material provision of this Installment Purchase Agreement or any other Financing Document shall at any time for any reason cease to be the legal, valid and binding obligation of the City or the Authority or shall cease to be in full force and effect,
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33 or shall be declared to be unenforceable, invalid or void, or the validity or enforceability thereof shall be contested by the City or the Authority, or the City or the Authority shall renounce the same or deny that it has any further liability hereunder or thereunder; or (vii) Dissolution, termination of existence, insolvency or business failure of the City; or
(viii) Any court of competent jurisdiction with jurisdiction to rule on the validity of any provision of this Installment Purchase Agreement shall find or rule that this Installment Purchase Agreement is not valid or not binding on the City; or (ix) The City should, after any applicable grace period, breach or be in default under the terms of this Installment Purchase Agreement or any other agreement between the City and the Authority or any affiliate of the Authority; or (x) A judgment, decree, or order for the payment of money will have been rendered against the System which has a material adverse effect on the City and either: (1) enforcement proceedings will have been commenced; (2) a lien prohibited by this Installment Purchase Agreement will have been obtained; or (3) such judgment, decree, or order will continue unsatisfied and in effect for a period of 30 consecutive days without being vacated, discharged, satisfied, bonded, or stayed pending appeal; or (xi) This Installment Purchase Agreement or any Schedule ceases to be legal, valid, binding and enforceable against the City or is in any way terminated (except in accordance with its terms) or becomes or is declared ineffective or inoperative; or (xii) The City has a Material Adverse Change; or
(xiii) Any default occurs (i) under any Parity Obligations or Subordinate Obligations instrument or any other System Obligation; or (ii) any other agreement for borrowing money, lease financing of property or otherwise receiving credit under which the City is an obligor if such default (A) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Assignee or any affiliate of Assignee, or (B) arises under any Parity Obligation or Subordinate Obligation instrument or any other System Obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00; or (xiv) the City fails to maintain insurance required under Section 4.5 hereof, or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Sections 4.4, 4.7, 4.8, 4.9, 4.12, 4.14, 4.16 and/or 6.2 hereof; or (xv) The City shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of the City, or of all or a substantial part of the assets of the City, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable Federal bankruptcy law, or (v) be subject to any liquidation, readjustment, reorganization, moratorium or insolvency proceeding; or
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34 (xvi) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator for the City or the System or of all or a substantial part of the assets of the City or the System.
(b) Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Authority shall have the right, at its option upon notice to the City, to declare the unpaid aggregate principal components of the Installment Payments as identified on Exhibit B hereto, and the interest accrued thereon, to be immediately due and payable, whereupon the same shall immediately become due and payable.
The Authority shall also have the right, at its option upon notice to the City, to (i) apply to and obtain from any court of competent jurisdiction such decree or order as may be necessary to require officials of the City to charge and collect rates for services provided by the City and the System sufficient to meet all requirements of this Installment Purchase Agreement, (ii) take whatever action at law or in equity as may appear necessary or desirable to collect the Installment Payments then due or thereafter to become due during the Term of this Installment Purchase Agreement, or enforce performance and observance of any obligation, agreement or covenant of the City under this Installment Purchase Agreement, subject to the following paragraph, (iii) Assignee may terminate the Escrow Agreement and apply any proceeds in the Project Fund to the Installment Payments scheduled to be paid hereunder, and (iv) Assignee may take whatever action at law or in equity as may appear necessary or desirable to enforce its rights under the Escrow Agreement or as a secured party in any or all of the Project or the Escrow Account; and/or Assignee may exercise any and all rights and remedies conferred under any Parity Obligation or Contract, including any Incorporated Provision.
Notwithstanding any provision of this Installment Purchase Agreement, the City’s liability to pay the Installment Payments and other amounts hereunder shall be limited solely to Net Revenues as provided in Article 3 hereof. In the event that Net Revenues shall be insufficient at any time to pay the principal and interest on the Installment Payments in full, the City shall not be liable to pay or prepay such delinquent Installment Payments other than from Net Revenues.
In addition, the City shall be liable for, and hereby agrees to pay, all legal costs and expenses, including court costs, incurred by the Assignee in the enforcement of any of the remedies listed above or any other remedy available to the Assignee.
SECTION 5.2. Application of Funds Upon Acceleration or Event. Following an Event of Default, the City shall cause all Net Revenues to be applied to the payment of the principal of and interest then due on the Parity Obligations including this Installment Purchase Agreement (upon presentation of the Parity Obligations to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) as follows:(a) Unless the principal of all of the Parity Obligations including this Installment Purchase Agreement shall have become or have been declared due and payable,
FIRST: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the
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35 payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and
SECOND: To the payment to the persons entitled thereto of the unpaid principal of any the Parity Obligations including this Installment Purchase Agreement which shall have become due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate borne by such Parity Obligations including this Installment Purchase Agreement, and, if the amount available shall not be sufficient to pay in full all such Parity Obligations, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference; and additionally once delinquent payments are paid ratably, as follows:
(b) There shall be created in the Revenue Fund a separate principal and interest subaccount (each a “Principal and Interest Subaccount”) for each Parity Obligation (including this Installment Purchase Agreement) and there shall be transferred, on the last day of each calendar month, from Net Revenues in the Revenue Fund, and credited to the respective Principal and Interest Subaccount, an amount equal to the sum of:
(i) one-twelfth (1/12) of the principal coming due on the next succeeding Contract Payment Date for each Parity Obligation for which principal is scheduled to be paid on an annual basis (including this Installment Purchase Agreement); (ii) one-sixth (1/6) of the principal coming due on the next succeeding Contract Payment Date for each Parity Obligation for which principal is scheduled to be paid on a semiannual basis;
(iii) one-twelfth (1/12) of the interest coming due on the next succeeding Contract Payment Date for each Parity Obligation for which interest is scheduled to be paid on an annual basis; and
(iv) one-sixth (1/6) of the interest coming due on the next succeeding Contract Payment Date for each Parity Obligation for which interest is scheduled to be paid on a semiannual basis (including each Installment Payment Date for this Installment Purchase Agreement); until the amount available in the respective Principal and Interest Subaccount shall equal the principal or interest, as applicable, payable on the next succeeding Contract Payment Date. (c) If the principal of all of the Parity Obligations including this Installment Purchase Agreement shall have become or have been declared due and payable, Net Revenues shall be applied to the payment of the principal and interest then due and unpaid upon such Parity Obligations including this Installment Purchase Agreement, with interest on the overdue principal at the rate borne by such Parity Obligations including this Installment Purchase Agreement, and, if the amount available shall not be sufficient to pay in full the whole amount so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any Parity Obligation over any other Parity Obligation, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference.
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36 Notwithstanding anything in any other instrument to the contrary, following an Event of Default, no portion of any Net Revenues shall pay any amounts on any Subordinate Obligations or other System Obligations other than Parity Obligations including this Installment Purchase Agreement until all Parity Obligations including this Installment Purchase Agreement have been paid current and all Events of Default have been fully cured.
SECTION 5.3. Other Remedies of the Authority.The Authority shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the City or any director, officer or employee thereof, and to compel the City or any such director, officer or employee to perform and carry out its or his duties under the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things that are unlawful or violate the rights of the Authority; or
(c) by suit in equity upon the happening of an Event of Default to require the City and its City Council, officers and employees to account as the trustee of an express trust.
SECTION 5.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Installment Purchase Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article 5 it shall not be necessary to give any notice, other than such notice as may be required, in this Article 5 or by law.
SECTION 5.5. Agreement to Pay Attorneys’ Fees and Expenses. In the event either party to this Installment Purchase Agreement should default under any of the provisions hereof and the non-defaulting party should employ attorneys (including in-house counsel) or incur other expenses for the collection of moneys or the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the non-defaulting party the reasonable fees of such attorneys (including the allocable cost of in-house counsel) and such other expenses so incurred by the non-defaulting party.
SECTION 5.6. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Installment Purchase Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.
A waiver of any default or breach of duty or contract by the Authority shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Authority to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or
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37 contract or an acquiescence therein, and every right or remedy conferred upon the Authority by law or by this article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Authority. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Authority, the City and the Authority shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.
SECTION 5.7. Prosecution and Defense of Suits. The City shall promptly, upon request of the Assignee, from time to time take or cause to be taken such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the System whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose.
ARTICLE 6
PREPAYMENT OF AGREEMENT
SECTION 6.1. Optional Prepayment. From and after the date specified (if any) in the Schedule of Installment Payments (the “Prepayment Option Commencement Date”), on the Installment Payment Dates specified in the Schedule of Installment Payments, upon not less than forty-five (45) days prior written notice, and upon payment in full of the sum of all Installment Payments then due plus the then applicable Prepayment Price, which may include a prepayment premium on the unpaid Outstanding Balance as set forth in the Schedule of Installment Payments plus all other amounts then owing hereunder.
After payment of the applicable Prepayment Price and all other amounts then owing hereunder in accordance with this Section 6.1 of this Installment Purchase Agreement, Assignee’s security interests in and to the Project will be terminated and the City will own such Project free and clear of Assignee’s security interest in such Project.
SECTION 6.2. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. All amounts collected from insurance against accident to or destruction of any portion of the System shall be used to repair or rebuild such damaged or destroyed portion of the System, or if determined not to repair or rebuild such portion and in any event to the extent not so applied, must either (a) be used for the acquisition or construction or improvements and extensions or replacement facilities or (b) be applied to prepay or redeem the Installment Payments and any Parity Obligations, on a pro rata basis, in the manner provided in this Installment Purchase Agreement and the Installment Purchase Agreement authorizing such Parity Obligations. Any such prepayments shall be done on a pro-rata basis with all Parity Obligations.
Except as provided herein, the City covenants that the System will not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise disposed of, as a whole or substantially as a whole if such encumbrance, sale, lease, pledge, charge or other disposition would materially impair the ability of the City to pay the Installment Payments or the principal of or interest on any Parity Obligations, or would materially adversely affect its ability to comply with the terms of this Installment Purchase Agreement or the instruments authorizing the issuance of any Parity Obligations. The City shall not enter into any agreement which impairs the operation
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38 of the System or any part of it necessary to secure adequate Net Revenues to pay the Installment Payments and any Parity Obligations, or which otherwise would impair the rights of the Assignee with respect to the Net Revenues. The City shall not sell any substantial part of the System without the prior written consent of the Assignee. If any substantial part of the System is sold, the payment therefor must either (a) be used for the acquisition or construction of improvements and extensions or replacement facilities or (b) be applied to prepay or redeem the Installment Payments and any Parity Obligations, on a pro rata basis, in the manner provided herein and in the instruments authorizing such Parity Obligations.
Any amounts received as awards as a result of the taking of all or any part of the System by the lawful exercise of eminent domain, if and to the extent that such right can be exercised against such property of the City, shall either (a) be used for the acquisition or construction of improvements and extension or replacement facilities of the System, or (b) be applied to prepay or redeem the Installment Payments and any Parity Obligations, on a pro rata basis, in the manner provided herein and in the instruments authorizing such Parity Obligations.
SECTION 6.3. Effect of Prepayment. In the event that the City prepays all the Installment Payments in full and all other sums due to the Authority hereunder in full pursuant to Article 6, the City’s obligations under this Installment Purchase Agreement shall thereupon cease and terminate, including but not limited to the City’s obligation to pay Installment Payments under this Installment Purchase Agreement.
Mandatory prepayment of unexpended proceeds is provided as follows:
(a) Any funds not applied to Project Costs and remaining in the Project Fund on the earliest of (i) the expiration of the Acquisition Period, (ii) the date on which the City delivers to the Assignee the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Project Costs from the Project Fund or (iii) a termination of the Project Fund as provided in the Escrow Agreement shall be applied by Assignee on each successive Installment Payment Date thereafter to pay all or a portion of the Installment Payment due and owing in the succeeding twelve (12) months and any remaining amounts shall be applied by Assignee as prepayment to the applicable unpaid principal component of Installment Payments owing hereunder in the inverse order of the Installment Payment Dates at a price of 100% of such prepaid principal component plus accrued interest thereon to the prepayment date. (b) In connection with any partial prepayment of Installment Payments, Assignee shall prepare a new Schedule of Installment Payments reflecting the application of such prepayments in the inverse order of the Installment Payment Dates and deliver the same to the City, which shall be binding, absent manifest error.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1. Notices. All written notices to be given under this Installment Purchase Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopier or other form of telecommunication or electronic mail, at
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39 its number set forth below. Notice shall be effective either (a) upon transmission by telecopier or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person or electronic mail, upon actual receipt. The Authority and the City may, by written notice to the other party, from time to time modify the address or number to which communications are to be given hereunder.
If to the Authority, as follows:
City of San Jacinto Public Financing Authority
595 S San Jacinto Avenue
San Jacinto, CA 92583
Attn: Executive Director
If to the City, as follows:
City of San Jacinto
595 S San Jacinto Avenue
San Jacinto, CA 92583
Attn: City Manager
SECTION 7.2. Assignment by the Authority. The Authority’s rights under this Installment Purchase Agreement, including the right to receive and enforce payment of the Installment Payments to be made by the City under this Installment Purchase Agreement and security interest in the Project shall be assigned to the Assignee. Assignee’s right, title and interest in and to this Installment Purchase Agreement, the Installment Payments and any other amounts payable by the City hereunder, the Escrow Agreement, its security interest in the Project (collectively, the “Assigned Rights”), may be assigned and reassigned by Assignee at any time, in whole or in part, to one or more assignees or sub assignees without the necessity of obtaining the consent of the City; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom the Assignee reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Section 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is purchasing the Assigned Rights (or any interest therein) for its own account with no present intention to resell or distribute such Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Assigned Rights or the creation of any interest in the Assigned Rights in an aggregate principal component that is less than $100,000 and (iii) shall not require the City to make Installment Payments, to send notices or otherwise to deal with respect to matters arising hereunder or under the Escrow Agreement with or to more than one Servicer (as such term is defined below), and any trust agreement, participation agreement or custodial agreement under which multiple ownership interests in the Assigned Rights are created shall provide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the “Servicer”) to act on their behalf with respect to the Assigned Rights, including with respect to the exercise of rights and remedies of Assignee on behalf of such owners upon the occurrence of an Event of Default under this Installment Purchase Agreement.
Unless to an affiliate controlling, controlled by or under common control with Assignee, no assignment, transfer or conveyance permitted by this Section 7.1 shall be effective as against the City until the City shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of certificates of participation, participation interests, trust certificates or partnership interests with respect to the Installment Payments payable under this Installment Purchase Agreement, it shall thereafter be sufficient that the City receives notice of the
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40 name and address of the bank, trust company or other entity that acts as the Servicer. During the Term of this Installment Purchase Agreement, the City shall keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. The City shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees or Servicer last designated in such register. The City shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right the City may have against Assignee. Assignments in part may include without limitation assignment of all of Assignee’s security interest in and to the Project and all rights in, to and under this Installment Purchase Agreement related to such Project, and all of Assignee’s security interest in and to the Collateral, or all rights in, to and under the Escrow Agreement. Upon any assignment the Authority shall provide the City a written notice of such assignment naming the assignee. If Assignee notifies the City of its intent to assign this Installment Purchase Agreement, the City agrees that it shall execute and deliver to Assignee a Notice and Acknowledgement of Assignment substantially in the form of Exhibit E attached hereto within five (5) business days after its receipt of such request. The City acknowledges and agrees that the Authority has entered into the Assignment Agreement with Assignee concurrently with this Installment Purchase Agreement pursuant to which the Authority has assigned its rights and obligations under this Installment Purchase Agreement to the Assignee.
The Authority or any assignee has the right to make additional assignments of its rights and obligations under this Installment Purchase Agreement, but the City shall not be required to pay more than a single payee, regardless of the number of assignees, and no such assignment will be effective as against the City unless and until the City consents to such assignment. The City shall pay all Installment Payments hereunder under the written direction of the Authority or the assignee named in the most recent assignment or notice of assignment filed with the City. During the Term of this Installment Purchase Agreement, the City shall keep a complete and accurate record of all such notices of assignment.
SECTION 7.3. Assignment by the City. None of the City’s right, title, and interest in, to and under this Installment Purchase Agreement or any portion of the Project, the Escrow Agreement, the Escrow Account or the other Collateral may be assigned, encumbered or subleased by the City for any reason, and any purported assignment, encumbrance or sublease without Assignee’s prior written consent, which consent shall not be unreasonably withheld, shall be null and void. In connection with any such assignment by the City, the City shall provide the Authority with an opinion of bond counsel that the assignee is legally obligated to pay all Installment Payments and other sums hereunder and to satisfy all of the obligations of the City under this Installment Purchase Agreement and the other Financing Documents, and that such assignment shall not adversely affect the exclusion of interest payable pursuant to this Installment Purchase Agreement from gross income for federal income tax purposes and the exemption of such interest for State of California income tax purposes.
SECTION 7.4. Amendment of this Installment Purchase Agreement. This Installment Purchase Agreement may be amended only in writing by the City and the Authority with the prior written consent of the Assignee.
SECTION 7.5. Binding Effect. This Installment Purchase Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors
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41 and assigns. The Assignee is deemed to be a third-party beneficiary of this Installment Purchase Agreement.
SECTION 7.6. Severability. In the event any provision of this Installment Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
SECTION 7.7. Net-Net-Net Parity Obligation. This Installment Purchase Agreement shall be deemed and construed to be a “net-net-net” contract, and the City hereby agrees that the Installment Payments shall be an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever.
SECTION 7.8. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Installment Purchase Agreement. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Installment Purchase Agreement, and for the better assuring and confirming unto the owners of the Parity Obligations the rights and benefits provided herein and in the Parity Obligations.
SECTION 7.9. Execution in Counterparts. This Installment Purchase Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 7.10. Applicable Law and Venue. This Installment Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereto consent and submit to the jurisdiction of the State and venue in any state or Federal court of such State of California in Riverside County for the purposes of any suit, action or other proceeding arising in connection with this Installment Purchase Agreement, and each party expressly waives any objections that it may have to the venue of such courts.
SECTION 7.11. Captions. The captions or headings in this Installment Purchase Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Section of this Installment Purchase Agreement.
SECTION 7.12. USA Patriot Act Notice. The Authority hereby notifies the City that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify, and record information that identifies the City in accordance with the USA Patriot Act. The City covenants and agrees it will not, and agrees to cause each of its subsidiaries not to, at any time, directly or indirectly be (a) a person with whom the Authority is restricted from doing business under any Anti-Terrorism Law, (b) engaged in any business involved in making or receiving any contribution of funds, goods or services to or for the benefit of such a person or in any transaction that evades or avoids, or has the purpose of evading or avoiding, the prohibitions set forth in any AntiTerrorism Law, or (c) otherwise in violation of any Anti-Terrorism Law (the City will and will cause each of its subsidiaries to provide to the Authority any certifications or information that the
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42 Authority requests to confirm compliance by the City and its subsidiaries with any Anti-Terrorism Law). “Anti-Terrorism Law” means any law relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Authority Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control, as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced.
SECTION 7.13. Costs and Expenses. To the extent allowed by law, the City agrees to pay all reasonable out-of-pocket costs and expenses (including the fees and expenses of counsel retained or employed by the Authority) incurred by the Authority and any participants of the Authority in connection with the origination, administration, collection and enforcement of this Installment Purchase Agreement, including, without limitation, all costs and expenses incurred in obtaining, perfecting, maintaining, determining the priority of, and releasing any security for the City’s obligations to the Authority, and any stamp, intangible, transfer or like tax incurred in connection with this Installment Purchase Agreement or the recording hereof or thereof.
SECTION 7.14. Indemnification. To the extent allowed by law, the City indemnifies the Authority, the Assignee, its affiliates and its and their respective officers, directors, employees, agents and advisors (each an “Indemnitee”) against, and holds each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including fees and expenses of employed or retained counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party arising out of or as a result of (a) the execution or delivery of any Financing Document, (b) the acquisition, construction, ownership, operation and all other matters relating to, the acquisition, construction, ownership, operation and all other matters relating to the Project and the System or the grant of agency made by the Authority under Section 3.1 hereunder, the performance or nonperformance by the City of its obligations under any Financing Document or the consummation of the transactions contemplated thereby, including the use of the proceeds therefrom, (c) breach of representations, warranties or covenants of the City under this Installment Purchase Agreement, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items or losses relating to or arising under environmental laws or pertaining to environmental matters, regardless whether any Indemnitee is a party thereto; provided that such indemnity will not, as to an Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the active negligence or willful misconduct of such Indemnitee. The obligation of the City under this Section
7.14 shall survive termination of this Agreement.
SECTION 7.15. Waiver of Jury Trial. To the extent allowed by law, the City and the Authority each hereby irrevocably waives any right it may have to a trial by jury in connection with any action directly or indirectly arising out of or relating to this Installment Purchase Agreement and any other Financing Document. Each party hereto (i) certifies that no representative, administrative agent or attorney of any other person has represented, expressly or otherwise, that such other person would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Installment Purchase Agreement by, among other things, the mutual waivers and certifications in this section. If the waiver of jury trial contained herein is unenforceable for any reason, then the parties hereto agree that the court shall, and is hereby directed to, make a general reference
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43 pursuant to California Code of Civil Procedure Section 638 to a referee to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision.
SECTION 7.16. Electronic Signatures. The Financing Documents may be executed and delivered by facsimile signature or other electronic or digital means (including, without limitation, Adobe’s Portable Document Format (“PDF”)). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable contract between them. The exchange and delivery of the Financing Documents and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes. Notwithstanding the foregoing, at the request of either party, the parties hereto agree to exchange inked original replacement signature pages as soon thereafter as reasonably practicable.
(Signature page follows)
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IN WITNESS WHEREOF, the Authority has caused this Installment Purchase Agreement to be executed in its corporate name by its duly authorized officer, and the City has caused this Installment Purchase Agreement to be executed in its name by its duly authorized officer, as of the date first above written.
CITY OF SAN JACINTO PUBLIC FINANCING
AUTHORITY
By: ______________________________________
Robert Johnson, Executive Director
ATTEST:
By: _______________________________
Julia Espinoza, Secretary
CITY OF SAN JACINTO
By: ______________________________________
Robert Johnson, City Manager
ATTEST:
By: _____________________________
Julia Espinoza, City Clerk
-Signature PageInstallment Purchase Agreement
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EXHIBIT A
DESCRIPTION OF THE PROJECT
The Project consists of improvements to the City’s Grand Well, located at 906 Industrial Way. Improvements will be constructed that will equip the Grand Well with a 600-horsepower motor and pump capable of delivering 2,500 gallons per minute. Additionally, the existing treatment plant and clarifier tank adjacent to the well will be demolished and will be replaced with a new clarifier tank that expands the existing clarifier pit and a new treatment plant facility. The Project will also involve installing all necessary electrical components for the well, treatment plant, and existing booster pumps. Further improvements will be made to the existing water reservoir, along with security enhancements to the well site.
The Project is located on Assessor Parcel Number: 435020029 Legal description of site: 3.41 ACRES M/L IN POR LOT 154 MB 008/357 SD SAN JACINTO RANCHO Lot 154 Subdivision Name SAN JACINTO RANCHO Acres 003.41 M/L Lot Type Lot RecMapType Map Book Recorded COCode SD Map Plat B 008 Map Plat P 357 Portion Lot Portion.
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EXHIBIT B
SCHEDULE OF INSTALLMENT PAYMENTS
Date
Funding/Outstanding
Balance
Principal
Component
Interest
Component
Installment
Payment
Prepayment
Price
Apr-22-25 $9,097,000.00 N/A
Aug-07-25 $8,911,000.00 $186,000.00 $114,632.81 $300,632.81 N/A Feb-07-26 $8,726,000.00 $185,000.00 $192,495.42 $377,495.42 N/A Aug-07-26 $8,574,000.00 $152,000.00 $188,499.05 $340,499.05 N/A Feb-07-27 $8,422,000.00 $152,000.00 $185,215.55 $337,215.55 N/A Aug-07-27 $8,263,000.00 $159,000.00 $181,932.04 $340,932.04 N/A Feb-07-28 $8,104,000.00 $159,000.00 $178,497.33 $337,497.33 N/A Aug-07-28 $7,939,000.00 $165,000.00 $175,062.61 $340,062.61 N/A Feb-07-29 $7,773,000.00 $166,000.00 $171,498.28 $337,498.28 N/A Aug-07-29 $7,601,000.00 $172,000.00 $167,912.35 $339,912.35 N/A Feb-07-30 $7,427,000.00 $174,000.00 $164,196.80 $338,196.80 N/A Aug-07-30 $7,247,000.00 $180,000.00 $160,438.05 $340,438.05 N/A Feb-07-31 $7,066,000.00 $181,000.00 $156,549.69 $337,549.69 N/A Aug-07-31 $6,877,000.00 $189,000.00 $152,639.73 $341,639.73 N/A Feb-07-32 $6,689,000.00 $188,000.00 $148,556.95 $336,556.95 N/A Aug-07-32 $6,493,000.00 $196,000.00 $144,495.78 $340,495.78 N/A Feb-07-33 $6,296,000.00 $197,000.00 $140,261.79 $337,261.79 N/A Aug-07-33 $6,091,000.00 $205,000.00 $136,006.19 $341,006.19 N/A Feb-07-34 $5,886,000.00 $205,000.00 $131,577.78 $336,577.78 N/A Aug-07-34 $5,672,000.00 $214,000.00 $127,149.37 $341,149.37 N/A Feb-07-35 $5,458,000.00 $214,000.00 $122,526.54 $336,526.54 N/A Aug-07-35 $5,235,000.00 $223,000.00 $117,903.72 $340,903.72 $5,235,000.00 Feb-07-36 $5,011,000.00 $224,000.00 $113,086.47 $337,086.47 $5,011,000.00 Aug-07-36 $4,778,000.00 $233,000.00 $108,247.62 $341,247.62 $4,778,000.00 Feb-07-37 $4,545,000.00 $233,000.00 $103,214.36 $336,214.36 $4,545,000.00 Aug-07-37 $4,301,000.00 $244,000.00 $98,181.09 $342,181.09 $4,301,000.00 Feb-07-38 $4,058,000.00 $243,000.00 $92,910.20 $335,910.20 $4,058,000.00 Aug-07-38 $3,804,000.00 $254,000.00 $87,660.92 $341,660.92 $3,804,000.00 Feb-07-39 $3,550,000.00 $254,000.00 $82,174.01 $336,174.01 $3,550,000.00 Aug-07-39 $3,285,000.00 $265,000.00 $76,687.10 $341,687.10 $3,285,000.00 Feb-07-40 $3,020,000.00 $265,000.00 $70,962.57 $335,962.57 $3,020,000.00 Aug-07-40 $2,744,000.00 $276,000.00 $65,238.04 $341,238.04 $2,744,000.00 Feb-07-41 $2,467,000.00 $277,000.00 $59,275.89 $336,275.89 $2,467,000.00 Aug-07-41 $2,178,000.00 $289,000.00 $53,292.13 $342,292.13 $2,178,000.00 Feb-07-42 $1,889,000.00 $289,000.00 $47,049.16 $336,049.16 $1,889,000.00 Aug-07-42 $1,587,000.00 $302,000.00 $40,806.18 $342,806.18 $1,587,000.00 Feb-07-43 $1,286,000.00 $301,000.00 $34,282.37 $335,282.37 $1,286,000.00 Aug-07-43 $972,000.00 $314,000.00 $27,780.17 $341,780.17 $972,000.00 Feb-07-44 $657,000.00 $315,000.00 $20,997.14 $335,997.14 $657,000.00 Aug-07-44 $328,000.00 $329,000.00 $14,192.51 $343,192.51 $328,000.00 Feb-07-45 $0.00 $328,000.00 $7,085.46 $335,085.46
$9,097,000.00 $4,461,171.22 $13,558,171.22
Contract Rate. The Contract Rate is 4.3204% per annum.
Prepayment Option Commencement Date. For purposes of Section 6.1 of the Installment Purchase Agreement, the Prepayment Option Commencement Date is August 7, 2035.
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EXHIBIT C
FORM OF INVESTOR LETTER
LENDER’S CERTIFICATE
CITY OF SAN JACINTO
INSTALLMENT PURCHASE AGREEMENT
(the “Obligation”)
In connection with that certain Installment Purchase Agreement dated April 1, 2025 (the “Obligation”) entered into by the City of San Jacinto (the “Issuer”) and City of San Jacinto Public Financing Authority (the “Authority”), Banc of America Public Capital Corp, as assignee of the Authority (the “Lender”), the Lender hereby states:
1. The Lender has knowledge and experience in financial and business matters relating to the Obligation and is capable of evaluating the merits and risks of the Obligation and is able to bear the economic risks thereof.
2. The Lender has made such investigation of the financial information provided by the Issuer as the Lender, in the exercise of its business judgment, considers appropriate under the circumstances. In making its decision to acquire the Obligation, the Lender has relied on the accuracy and completeness of information provided by the Issuer. The Lender has not required the Issuer to deliver any offering document in connection with the issuance of the Obligation.
3. The Lender is aware that investment in the Obligation involves various risks, that the Obligation is not a general obligation of the Issuer, and that payment of the Obligation is secured from Net Revenues of the City’s System as described in the Installment Purchase Agreement and related Financing Documents identified therein.
4. Neither the Lender nor any of its affiliates is acting as a fiduciary for the Issuer or in the capacity of broker, dealer, underwriter, or municipal advisor with respect to the Obligation.
Neither the Lender nor any of its affiliates has provided or will provide any financial, legal, tax, accounting or other advice to the Issuer with respect to the Obligation; it being understood that the Issuer has sought and obtained and will obtain such advice (including as it relates to structure, timing, terms, and similar matters) with respect to the Obligation from its own advisors (and not the Lender or any of its affiliates) to the extent that the Issuer desired or desires to obtain such advice.
5. The Lender acknowledges that the Obligation is not being qualified under the Trust Indenture Act of 1939, as amended, and the Obligation is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, as amended, and that neither the Issuer nor bond counsel shall have any obligation to effect any such registration or qualification.
6. The Lender is not acting as a broker or other intermediary and is advancing funds for the financing of the Acquisition Amount and acquiring the Obligation as an investment for its
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own account and not with a present view to a resale or other distribution to the public. The Lender understands that the Obligation may not be transferred except in compliance with applicable federal and state laws.
7. The Lender is an “accredited investor” within the meaning of the Securities Act of 1933, as amended, and Regulation D thereunder.
DATED April __, 2025
BANC OF AMERICA PUBLIC CAPITAL CORP[
By:
Name:
Title:
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EXHIBIT D
$9,097,000
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
2025 INSTALLMENT FINANCING
(WATER SYSTEM IMPROVEMENTS)
FINAL ACCEPTANCE CERTIFICATE
Banc of America Public Capital Corp
11333 McCormick Road
Mail Code: MD5-031-07-05
Hunt Valley, MD 21031
Attn: Contract Administration
The undersigned hereby states and certifies:
(i) that she is the duly appointed, qualified and acting Finance Director of the City (the “City”) and as such she is authorized to sign a written certificate of the City; (ii) that, pursuant to Section 3.11 of the Installment Purchase Agreement as defined below, the final Disbursement Request has been submitted by the City and the City delivers to the assignee Assignee a this Final Acceptance Certificate as of the date set forth below; (iii) All of the Project has been delivered, installed, is operating in a manner consistent with the manufacturer’s intended use and has been inspected and finally accepted for all purposes by the City and title thereto has transferred to the City and any security interest of each vendor, manufacturer, or supplier therein has been released;
(iv) The City has conducted such inspection and/or testing of the Project as it deems necessary and appropriate in order to determine the Project’s capability and functionality in order to accept such Project and hereby acknowledges that it accepts the Project for all purposes; (v) The City is currently maintaining the insurance coverage required by Section 4.5 of Installment Purchase Agreement;
(vi) The City hereby reaffirms that the representations, warranties and covenants contained in the Installment Purchase Agreement are true and correct as of the date hereof; (vii) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default exists at the date hereof; and
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(viii) No Material Adverse Change has occurred since the date of the execution and delivery of the Installment Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement, dated as of April 1, 2025, by and between the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California, and the City of San Jacinto, a municipal corporation duly organized and existing under the laws of the State of California, as supplemented and amended.
Date: __________
CITY OF SAN JACINTO
_______________________
Finance Director
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EXHIBIT E
$9,097,000
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
2025 INSTALLMENT FINANCING
(WATER SYSTEM IMPROVEMENTS)
NOTICE OF ACKNOWLEDGEMENT OF ASSIGNMENT
[The City of San Jacinto Public Financing Authority][Banc of America Public Capital Corp] (“Assignor”) hereby gives notice that it has assigned and sold to _________________________ (“Assignee”) all of the Assignor’s right, title and interest in, to and under the Installment Purchase Agreement dated as of April 1, 2025 (as supplemented and amended, the “Agreement”), by and between the Assignor and the City of San Jacinto (“City”), together with all exhibits, schedules, addenda and attachments related thereto, and all certifications and other documents delivered in connection therewith, all of the Assignor’s right, title and interest in Installment Payments and other amounts due under the Agreement, all of the Assignor’s right, title and interest in the Project (as defined in the Agreement), and all of the Assignor’s right, title and interest in, to and under the Escrow and Account Control Agreement dated as of April 22, 2025 (the “Escrow Agreement”) by and among the City, the Assignor, [City of San Jacinto Public Financing Authority][Banc of America Public Capital Corp] and Argent Institutional Trust Company, as Escrow Agent, together with the Project Fund and other Collateral (collectively, the “Assigned Property”). Each capitalized term used but not defined herein has the meaning set forth in the Agreement.
1. The City hereby acknowledges the effect of the assignment of the Assigned Property and absolutely and unconditionally agrees to deliver to Assignee all Installment Payments and other amounts coming due under the Agreement in accordance with the terms thereof on and after the date of this Acknowledgment.
2. The City hereby agrees that: (i) Assignee shall have all the rights of Assignee under the Agreement and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreements to modifications thereto, to receive title to the Project in accordance with the terms of the Agreement, to declare a default and to exercise all rights and remedies thereunder in connection with the occurrence of an Event of Default; and (ii) the obligations of the City to make Installment Payments are payable from Net Revenues and the obligations of the City to perform and observe the other covenants and agreements contained in the Agreement shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense.
3. The City agrees that, as of the date of this Notice and Acknowledgment of Assignment (this “Acknowledgement”), the following information about the Agreement is true, accurate and complete:
Number of Installment Payments Remaining________________ Amount of Each Installment Payment $_______________
Total Amount of Installment Payments _______________
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Remaining $_______________
Frequency of Installment Payments ________________
Next Installment Payment Due ________________
Funds Remaining in Project Fund $_______________
4. The Agreement remains in full force and effect, has not been amended, no Event of Default (or event which with the passage of time or the giving of notice or both would constitute an Event of Default) has occurred thereunder.
5. Any inquiries of the City related to the Agreement and any requests for disbursements from the Project Fund, if applicable, and all Installment Payments and other amounts coming due pursuant to the Agreement on and after the date of this Acknowledgment should be remitted to Assignee at the following address (or such other address as provided to the City in writing from time to time by Assignee):
[Banc of America Public Capital Corp
11333 McCormick Road
Mail Code: MD5-031-07-05
Hunt Valley, MD 21031
Attn: Contract Administration]
[____________________________
_____________________________]
The undersigned officer of the City acknowledges that it has received the Authority’s written notice of an assignment under the Installment Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement, dated as of April 1, 2025, by and between the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California, and the City of San Jacinto, a municipal corporation duly organized and existing under the laws of the State of California.
Date: __________
CITY OF SAN JACINTO
_______________________
Finance Director
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Assignor: [City of San Jacinto Public Financing Authority][Banc of America Public Capital Corp]
By: _________________________________
Name: ___________________________
Title: ___________________________
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ASSIGNMENT AGREEMENT
BETWEEN
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
AND
BANC OF AMERICA PUBLIC CAPITAL CORP
RELATING TO
$9,097,000
CITY OF SAN JACINTO
2025 INSTALLMENT FINANCING
(WATER SYSTEM IMPROVEMENTS)
DATED AS OF APRIL 1, 2025
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1 ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT, dated as of April 1, 2025 (this “Assignment Agreement”), is made by and between the CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and validly existing under and by virtue of the laws of the State of California (the “Authority”) and BANC OF AMERICA PUBLIC CAPITAL CORP, a Kansas corporation (together with its successors and assigns, hereinafter referred to as “Assignee”).
W I T N E S S E T H:
WHEREAS, the Authority desires to assign to the Assignee without recourse all of its rights under the Installment Purchase Agreement, dated as of April 1, 2025 (as supplemented, amended and restated from time to time, the “Installment Purchase Agreement”), between the Authority and the City of San Jacinto, a municipal corporation duly organized and validly existing under the laws of the State of California (the “City”), including all of its rights to receive Installment Payments scheduled to be paid or payable by the City under and pursuant to the Installment Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Installment Purchase Agreement.
Section 2. Assignment. The Authority hereby sells, assigns and transfers to the Assignee, irrevocably and absolutely, without recourse all of the Authority’s rights, title and interest in and to the Installment Purchase Agreement, including, without limitation, its right to receive, and enforce payment of, the Installment Payments to be paid by the City under and pursuant to the Installment Purchase Agreement, and the right to exercise all rights and remedies conferred on the Authority under the Installment Purchase Agreement as may be necessary or convenient to enforce payment of the Installment Payments, or otherwise to protect the interests of Assignee in the event of a default by the City under the Installment Purchase Agreement.
Section 3. Acceptance of Assignment. The Assignee hereby accepts the assignment and transfer of all of the Authority’s rights, title and interest in and to the Installment Purchase Agreement as are assigned and transferred to it pursuant to the terms of this Assignment Agreement.
Section 4. Deposit and Application of Funds. In consideration of the assignment made hereunder by the Authority to the Assignee, the Assignee hereby agrees to provide the amount of $9,097,000 on the Closing Date for the account of the Authority for the purpose of financing the Project, subject to the City and the Authority shall delivering to Assignee, in form and substance satisfactory to Assignee, the following:
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2 (a) the Installment Purchase Agreement executed by the City and the Authority and an Escrow and Account Control Agreement in form and substance satisfactory to Assignee (the “Escrow Agreement”) executed by the City, the Authority and Argent Institutional Trust Company, a Florida trust company (hereinafter referred to as “Escrow Agent”) and a copy of the Agreement dated [______, 2025 by and between the City and the __________] (“Vendor”) and the City (the “Vendor Agreement”); (b) A certified copy of a resolution, ordinance or other official action of the City’s governing body, authorizing the execution and delivery of the Installment Purchase Agreement and the Escrow Agreement and performance by the City of its obligations under the Installment Purchase Agreement and the Escrow Agreement; and a certified copy of a resolution, ordinance or other official action of the Authority’s governing body, authorizing the execution and delivery of the Installment Purchase Agreement, the Escrow Agreement and this Agreement and performance by the Authority of its obligations under the Installment Purchase Agreement, the Escrow Agreement and this Agreement; (c) An Incumbency Certificate completed and executed by the Clerk or Secretary or other comparable officer of the City, substantially in the form attached hereto as Exhibit A-1, completed to the satisfaction of Assignee; and an Incumbency Certificate completed and executed by the Secretary or other comparable officer of the Authority, substantially in the form attached hereto as Exhibit A-2, completed to the satisfaction of Assignee;
(d) Opinions of Special Counsel to the Authority and the City Attorney, which in the aggregate opine on the matters set forth in the forms attached hereto as Exhibit B-1 and B-2 and which are otherwise satisfactory to Assignee; and an opinion of counsel to the Authority dated the Closing Date and addressed to and in form and substance satisfactory to Assignee;
(e) Evidence of insurance as required by Section 4.5 of the Installment Purchase Agreement;
(f) Evidence that all the requirements under the 2015 Installment Sale Agreement and any other existing Parity Obligation and Contract and with respect to the execution and delivery of the Installment Purchase Agreement, this Agreement and the Escrow Agreement and the City’s acquisition, installation and financing of the Project and the transactions contemplated under the Installment Purchase Agreement have been satisfied and evidence of compliance with all the additional debt tests and restrictions and other conditions precedent in the Existing Parity Debt and any existing Parity Obligation Instrument in connection with the incurrence of debt evidenced by the Installment Purchase Agreement as a Parity Obligation;
(g) All documents, including financing statements, affidavits, notices and similar instruments which Assignee deems necessary or appropriate at that time pursuant to Section 4.1 of the Installment Purchase Agreement;
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3 (h) A copy of the Form 8038 G, fully completed by Special Counsel as paid preparer and executed by the City;
(i) In the event that the City is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Closing Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the date of such resolution;
(j) Copies of invoices (and proofs of payment of such invoices, if the City seeks reimbursement) and bills of sale (if title to Project has passed to the City), to the extent required by Section 4.17of the Installment Purchase Agreement; (k) Wire instructions for payments to be made to Vendors and Form W 9 from each such Vendor;
(l) [RESERVED];
(m) Evidence that each written agreement between the City and each Vendor provides and will provide that: (A) for and in consideration of amounts to be disbursed from the Escrow Account, that automatically and without any further act or action, ownership of and title to the Project (or portion thereof, as applicable) paid for by such disbursement shall vest in the City (or its assigns) immediately upon the Escrow Agent’s disbursement of moneys from the Escrow Account; and (B) acknowledges the vesting of legal title in the Project in the City as provided in Section 3.1 of the Installment Purchase Agreement;
(n) A certificate signed by an authorized officer of the City dated the Closing Date certifying that: (i) the representations and warranties of the City contained herein and in the other Financing Documents to which the City is a party are true and correct in all material respects on and as of the Closing Date; (ii) no Event of Default has occurred and is continuing or would result from the execution, delivery or performance of the Installment Purchase Agreement or any other Financing Document to which the City is a party; (iii) there has been no event or circumstance since the date of the audited annual financial statements of the City for the Fiscal Year ended June 30, 2024, that has resulted or could be reasonably expected to result, either individually or in the aggregate, in a Material Adverse Change; (iv) the accuracy and genuineness of the names and signatures of the persons authorized to sign, on behalf of the City, the Financing Documents to which the City is a party; (v) attached thereto are copies of the resolution of the governing board of the City approving the execution and delivery of the Financing Documents to which the City is a party, and the other matters contemplated hereby, that are true and complete in all material respects and in full force and effect on the Closing Date; (vi) there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that challenges the organization or existence of the City, the authority of its governing board or officers, the proper authorization, approval and execution of the Financing Documents to which the City is a party, the ability of the City otherwise to perform its obligations under the Financing Documents to which the City is a party and the
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4 transactions contemplated thereby, the title of the City, as the case may be, in the Project or the pari passu pledge of the Net Revenues granted to the Assignee or its assigns or the security interest granted to the Assignee or its assigns in and to the Collateral; and (vii) the correct legal name of the City for purposes of the Uniform Commercial Code in effect in the State of California is City of San Jacinto; a certificate signed by an authorized officer of the City dated the Closing Date in substantially the form attached hereto as Exhibit C; and such other closing certificates of the City in form and substance satisfactory to the Assignee;
(o) If requested by Assignee, evidence that Assignee’s sale of the Project to the City under the Installment Purchase Agreement does not, and will not, result in an obligation of Assignee to pay any ad valorem property (whether on real or personal property) or other taxes of any kind under state, State law or federal law and, if any such taxes are so payable during the Term of the Installment Purchase Agreement, that the City has expressly provided for payment of such taxes in accordance with Section 3 of the Installment Purchase Agreement; and
(p) Such other items reasonably required by Assignee.
Section 5. Representations and Warranties of the Authority. The Authority hereby represents and warrants to the Assignee that, as of the Closing Date:
(a) No modifications, amendments or changes have been made to the Installment Purchase Agreement.
(b) The Installment Purchase Agreement is valid, binding and enforceable in accordance with its terms.
(c) It has not previously assigned any right, title or interest the Authority has in the Installment Purchase Agreement to any other party and no other party has any superior right, title or interest than such right, title and interest being assigned to the Assignee pursuant to this Assignment Agreement.
(d) It does not have any defenses, set-off rights, claims or other demands of any kind that can be asserted to reduce, eliminate or contravene the rights being assigned to the Assignee pursuant to this Assignment Agreement.
(e) It has the right to assign the Installment Purchase Agreement to the Assignee as set forth herein.
(f) The undersigned officer of the Authority has the requisite power and authority to enter into this Assignment Agreement.
Section 6. No Additional Rights or Duties. This Assignment Agreement shall not impose any duties, obligations or responsibilities upon the Authority or the Authority beyond those expressly provided in the Installment Purchase Agreement or as otherwise set forth herein.
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5 Section 7. Further Assurances. The Authority will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Assignment Agreement, and for the better assuring and confirming to the Assignee the rights and obligations intended to be conveyed pursuant hereto.
Section 8. Counterparts. This Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement.
Section 9. Law Governing. This Assignment Agreement is made in the State of California under the Constitution and laws of the State of California and is to be so construed.
Section 10. Notices. All notices under this Assignment Agreement shall be in accordance with the Installment Purchase Agreement.
Section 11. Binding Effect; Successors. This Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Whenever in this Assignment Agreement any party is named or referred to, such reference shall be deemed to include such party’s successors and assigns and all covenants and agreements contained in this Assignment Agreement by or on behalf of any party hereto shall bind and inure to the benefit of such party’s successors and assigns whether so expressed or not. (Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the date first above written.
CITY OF SAN JACINTO PUBLIC
FINANCING AUTHORITY
By: ______________________________________
Robert Johnson, Executive Director
BANC OF AMERICA PUBLIC CAPITAL
CORP
By: ______________________________________
Authorized Officer
CONSENTED TO:
CITY OF SAN JACINTO
By:_____________________________________
Robert Johnson, City Manager
ATTEST:
By:
Julia Espinoza, City Clerk
-Signature PageAssignment Agreement
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EXHIBIT A-1
INCUMBENCY CERTIFICATE OF THE CITY
INCUMBENCY AND SIGNATURE
CERTIFICATE OF THE CITY OF SAN JACINTO
The undersigned hereby state and certify:
(1) that they are the duly appointed, qualified and acting Finance Director of the City of San Jacinto, a general law city, duly organized and existing under and by virtue of the laws of the State of California (the “City”), and City Clerk, and as such are familiar with the facts herein certified and are authorized and qualified to certify the same; (2) that the following are now, and have continuously been since the dates of the beginning of their respective current terms of office shown below, the duly elected, qualified and acting members of the City Council, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names:
Member Ending Date of Current Term
Valerie Vandever, Mayor December 2026
Alonzo Ledezma, Mayor Pro Tem December 2026
Phil Ayala, Councilmember December 2028
Crystal Ruiz, Councilmember December 2028
Clarissa Sanchez, Councilmember December 2028
(3) that the following listed persons are duly elected or appointed and acting officials of the City in the capacity set forth opposite their respective names below and that signatures set forth opposite the names and titles of the following persons are the true and correct specimen, or are the genuine, signatures of such persons, each of whom holds the office designated:
Name/Title Signature
Valerie Vandever, Mayor
Robert Johnson, City Manager
Thomas Prill, Deputy City Manager
Erika Gomez, Finance Director
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Julia Espinoza, City Clerk
(4) that for and on behalf of the City, the within-named City Manager is duly authorized, on behalf of the City, to negotiate, execute, in writing or electronically, and deliver and has executed, and the within-named City Clerk has attested to that certain Installment Purchase Agreement dated as of April 1, 2025 (the “Installment Purchase Agreement”), by and between the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”) and the City; (5) that for and on behalf of the City, the within named City Manager is duly authorized, on behalf of the City, to negotiate, execute, in writing or electronically, and deliver and has executed that certain Escrow and Account Control Agreement dated April 22, 2025 (the “Escrow Agreement”), by and among the Authority, the City, Banc of America Public Capital Corp, as Assignee and Argent Institutional Trust Company as Escrow Agent and all documents related thereto and delivered in connection therewith, and any future modification(s) or amendments thereof (collectively, with the Installment Purchase Agreement and the Escrow Agreement, the “Operative Agreements”) and the City Manager is duly authorized, on behalf of the City, to countersign all Operative Agreements that have been signed by the City Manager; and (6) this certificate of the City may be executed in counterparts, each of which shall be deemed an original.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement.
Dated: April __, 2025
CITY OF SAN JACINTO
By: ______________________________________
Julia Espinoza, City Clerk
By: ______________________________________
Erika Gomez, Finance Director
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Packet Pg. 222 Attachment: Assignment Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315366.5
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EXHIBIT A-2
INCUMBENCY CERTIFICATE OF THE AUTHORITY
INCUMBENCY AND SIGNATURE
CERTIFICATE OF THE AUTHORITY
The undersigned hereby state and certify:
(1) that they are the duly appointed, qualified, and acting Treasurer of the City of San Jacinto Public Financing Authority (the “Authority”), a California joint exercise of powers authority duly organized and validly existing under and pursuant to the laws of the State of California, and Secretary of the Authority, and, as such, are familiar with the facts herein certified and are authorized and qualified to certify the same;
(2) that the following are now, and have continuously been since the dates of the beginning of their respective current terms of office shown below, the duly appointed, qualified and acting members of the Board of Directors of the Authority, and the dates of the ending of their respective current terms of office are hereunder correctly designated opposite their names:
Member Ending Date of Current Term
Valerie Vandever, Chairperson December 2026
Alonzo Ledezma, Vice Chairperson December 2026
Phil Ayala, Member December 2028
Crystal Ruiz, Member December 2028
Clarissa Sanchez, Member December 2028
(3) that the following listed persons are duly elected or appointed and acting officials of the Authority in the capacity set forth opposite their respective names below and that the signatures set forth opposite the names and titles of the following persons are the true and correct specimen, or are the genuine, signatures of such persons, each of whom holds the office designated:
Name/Title Signature
Valerie Vandever, Chairperson
Robert Johnson, Executive Director
Erika Gomez, Treasurer
Julia Espinoza, Secretary
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(4) that for and on behalf of the Authority, the within-named Executive Director is duly authorized, on behalf of the Authority, to negotiate, execute, in writing or electronically, and deliver and has executed, and the within-named Secretary has attested to that certain Installment Purchase Agreement by and between the Authority and the City of San Jacinto (the “City”), dated as of April 1, 2025, relating to the City of San Jacinto Public Financing Authority 2025 Installment Financing (Water System Improvement) (the ”Installment Purchase Agreement); (5) that for and on behalf of the Authority, the within-named Executive Director is duly authorized, on behalf of the Authority, to negotiate, execute, in writing or electronically, and deliver and has executed that certain Assignment Agreement by and between the Authority and Banc of America Public Capital Corp, as the Assignee (the “Assignee”), dated as of April 1, 2025 (the “Assignment Agreement”) relating to the City of San Jacinto Public Financing Authority 2025 Installment Financing (Water System Improvement); and
(6) that for and on behalf of the Authority, the within named Executive Director is duly authorized, on behalf of the Authority, to negotiate, execute, in writing or electronically, and deliver and has executed that certain Escrow and Account Control Agreement dated April 22, 2025 (the “Escrow Agreement”), by and among the Authority, the City, the Assignee and Argent Institutional Trust Company, as Escrow Agent, and all documents related thereto and delivered in connection therewith, and any future modification(s) or amendments thereof (collectively, with the Installment Purchase Agreement and the Assignment Agreement, the “Operative Agreements”) and the Executive Director is duly authorized, on behalf of the Authority, to countersign all Operative Agreements that have been signed by the Executive Director; and (7) this Incumbency and Signature Certificate of the Authority may be executed in counterparts, each of which shall be deemed an original.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement
Dated: April __, 2025
CITY OF SAN JACINTO PUBLIC
FINANCING AUTHORITY
By:
Erika Gomez, Treasurer
By: ______________________________________
Julia Espinoza, Secretary
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Packet Pg. 224 Attachment: Assignment Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315366.5
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EXHIBIT B-1
FORM OF SPECIAL COUNSEL OPINION
April __, 2025
City of San Jacinto
595 S. San Jacinto Ave.
San Jacinto, CA 92583
OPINION OF SPECIAL COUNSEL TO THE AUTHORITY
We have acted a Special Counsel to the City of San Jacinto Public Financing Authority with respect to that certain Installment Purchase Agreement, dated as of April 1, 2025 (the “Installment Purchase Agreement”), by and between the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), and the City of San Jacinto, a municipal corporation duly organized and existing under the laws of the State of California (the “City”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement.
In this capacity we have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the Authority. In such connection, we have reviewed the Financing Documents, the certificate as to arbitrage of the Authority for the financing dated the date hereof (the “Tax Certificate”), certificates of the Authority and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.
The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.
Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.
We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. We express no opinion with respect to any indemnification, contribution, lien priority or choice of law provisions contained in the foregoing documents.
In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the City.
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We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Installment Purchase Agreement and the Tax Certificate that must be satisfied subsequent to the execution and delivery of the Installment Purchase Agreement, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Installment Payments to be included in gross income for federal income tax purposes.
Based on the foregoing, we are of the opinion that:
(i) The Installment Purchase Agreement has been duly executed and delivered by the Authority and constitutes the valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms, and is authorized, valid and existing under the laws of the State of California.
(ii) The entering into and performance of the Financing Documents by the City and the execution and delivery of the Installment Purchase Agreement and the incurrence of debt thereunder complies in all respects with the limitations and restrictions set forth in all of the Contracts and Parity Obligations including the 2015 Installment Sale Agreement. (iii) The Installment Purchase Agreement establishes a first lien on and pledge of the Net Revenues and other funds pledged thereby for the security of the Installment Payments and other amounts payable under this Installment Purchase Agreement, on a parity with the 2015 Installment Sale Agreement and any other Contract or Parity Obligation including issued in accordance with the terms of the Installment Purchase Agreement;
(iv) The Authority has duly and validity adopted Resolution No. ___ on April 15, 2025 (“Resolution”) at a meeting of the Board of Directors that was duly noticed and held and at which a quorum was present and acting throughout in accordance with the law of the State of California that are applicable to the Authority, and such Resolution is in full force and effect and has not been modified, amended or rescinded.
(v) The portion of Installment Payments designated as interest is excluded from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”) and is exempt from State of California personal income taxes; and such interest is not a specific item of tax preference for purposes of the federal alternative minimum tax.
Although the interest components of the Installment Payments are excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on such Installment Payments, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences.
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The opinion expressed above in (v) as to the exclusion from gross income of the interest is based upon certain representations of fact and certifications made by the Authority and the City and others and is subject to the condition that the Authority and the City comply with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the Agreement to assure that such interest will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the portion of the interest payable under the Installment Purchase Agreement to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the Agreement. The Authority and the City has covenanted to comply with all such requirements.
The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Other than expressly stated herein, we express no other opinion regarding tax consequences of the obligation of the Authority and the City under the Agreement.
The rights of the Assignee and the enforceability of the Installment Purchase Agreement may be subject to bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. We express no opinion with respect to any indemnification, contribution, or choice of law provisions contained in the Financing Documents.
This opinion may not be relied upon by anyone other than the addressee hereof and its successors and assigns, without our written consent.
The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities.
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EXHIBIT B-2
FORM OF OPINION OF THE CITY ATTORNEY
April __, 2025
City of San Jacinto Public Financing Authority
595 S. San Jacinto Ave.
San Jacinto, CA 92583
Banc of America Public Capital Corp
11333 McCormick Road
Mail Code: MD5-031-07-05
Hunt Valley, MD 21031
Attn: Contract Administration
Re: Installment Purchase Agreement dated as of April 1, 2025, by and between the City of San Jacinto and the City of San Jacinto Public Financing Authority Opinion of City Attorney
Ladies and Gentlemen:
We have acted as city attorney to the City of San Jacinto (the “City”) with respect to that certain Installment Purchase Agreement, dated as of April 1, 2025 (the “Installment Purchase Agreement”), by and between the City and the City of San Jacinto Public Financing Authority (the “Authority”), and in this capacity have reviewed a copy of the executed Installment Purchase Agreement and the executed Escrow and Account Control Agreement dated April [22], 2025 (the “Escrow Agreement”), by and among the Authority, the City, Argent Institutional Trust Company (the “Escrow Agent”), and Banc of America Public Capital Corp (the Assignee”). We have also reviewed certificates executed by officers of the City, Authority, Escrow Agent and Assignee, as Assignee to that certain Assignment Agreement, dated as of April 1, 2025 (the “Assignment Agreement”), by and between the Authority and the Assignee. As to questions of fact material to our opinion, we have relied upon the certificates of officers of the City, the Authority and the Assignee and others which have been furnished to us, but we have not undertaken to verify the accuracy thereof through independent investigation. Capitalized terms not defined herein have the meanings ascribed to such terms in the Installment Purchase Agreement.
The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.
Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.
We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. We express no opinion with respect to any indemnification, contribution, lien priority or choice of law provisions contained in the foregoing documents.
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In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the City.
As used in this opinion, the phrase “current actual knowledge” means knowledge as we have obtained from (i) the incumbency and signature certificate of the City, (ii) the representations and warranties contained in each closing certificate of the City, and (iii) knowledge of facts or other information currently known to lawyers currently in our firm who have performed legal services for the City.
Relying on such examination and pertinent law and subject to the limitations and qualifications hereinafter set forth, we are of the opinion that:
1. The City is duly organized, validly existing, and in good standing under the laws of the State of California.
2. The City has duly received all requisite approvals and has the legal power to enter into and perform under the Financing Documents.
3. All proceedings of the City necessary to be taken in connection with the authorization, execution, delivery and performance of the Financing Documents have been duly taken and all such authorizations are presently in effect.
4. The Financing Documents have been duly executed and delivered by the City and each constitutes the valid and binding obligation of the City enforceable against the City in accordance with its terms, except as enforceability may be limited: by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the rights of creditors generally and by general equitable principles which may limit the right to obtain the remedy of specific performance of obligation other than the obligation to pay money.
5. The execution, delivery, and performance by the City of the Financing Documents does not as of the date hereof, (a) violate any provision of any law, rule or regulation, any judgment, order or ruling of any court or governmental agency, articles of organization, articles of incorporation, other charter documents, bylaws or operating agreement, as applicable, of the City, or any agreement, indenture, mortgage, or other instrument to which the City is a party or by which the City or any of its properties within the System is bound; or (b) be in conflict with, result in a breach of, or constitute with the giving of notice or passage of time, or both, a default under any such agreement, indenture, mortgage, or other instrument.
6. No consent, permission, authorization, order or license of any governmental authority is necessary in connection with the execution, delivery, performance, or enforcement of the Financing Documents, except such as have been obtained and are in full force and effect.
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7. The authorization, approval, execution and delivery of the Financing Documents and all other proceedings of the City relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, procurement and public bidding laws and all other applicable State or Federal laws.
8. To our current actual knowledge, there are no actions, suits, or proceedings to which the City is a party or affecting any of its assets pending for which the City has been served or threatened in writing before any governmental entity which (a) if adversely decided, could have a material adverse effect on the City’s condition, financial or otherwise, operations, properties or business, or on its ability to perform its obligations under the Financing Documents; or (b) could adversely affect the transactions contemplated by the Financing Documents or the pledge of Net Revenues to repay Installment Payments and other amounts payable under the Installment Purchase Agreement on a pari passu basis with the 2015 Installment Sale Agreement and any other Contract or Parity Obligation or the security interest of Assignee or its assigns, as the case may be, in the Project, the Project Fund or other Collateral thereunder; or (c) seeks to rescind, terminate, modify, or suspend any consent, permission, authorization, order or license of any governmental authority referred to above.
The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities.
Our engagement with respect to the Installment Purchase Agreement has concluded with its execution, and we disclaim any obligation to update this letter.
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Packet Pg. 230 Attachment: Assignment Agreement (Approval of Financing for Certain Water System Improvements) 24438.70027\43315366.5
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EXHIBIT C
CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES
OF THE CITY
$9,097,000
CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
2025 INSTALLMENT FINANCING
(WATER SYSTEM IMPROVEMENTS)
CERTIFICATE OF THE CITY
The undersigned hereby states and certifies that she is the duly appointed, qualified and acting Finance Director of the City (the “City”) and as such she is authorized to sign a written certificate of the City and further certifies as follows:
(i) the representations and warranties of the City contained in that certain Installment Purchase Agreement, dated as of April 1, 2025 (the “Installment Purchase Agreement”), by and between the City and the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), and in the other Financing Documents to which the City is a party are true and correct in all material respects on and as of the date hereof;
(ii) no Default or Event of Default has occurred and is continuing or would result from the execution, delivery or performance of the Installment Purchase Agreement or any other Financing Document to which the City is a party;
(iii) there has been no event or circumstance since the date of the audited annual financial statements of the City for the Fiscal Year ended June 30, 2024, that has resulted or could be reasonably expected to result, either individually or in the aggregate, in a Material Adverse Change;
(iv) The City Manager is duly authorized to execute and deliver the Financing Documents on behalf of the City. Robert Johnson as City Manager and Julia Espinoza as City Clerk of the City did execute and attest, on behalf of the City, the Financing Documents and each held, on the date or dates of the execution of the Financing Documents, and hold on the date hereof, the offices of the City set opposite their respective names and the signatures appearing at the right of their respective names are the true and genuine signatures of such officers; Name of Official Title Signature
Robert Johnson City Manager _________________________
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Julia Espinoza City Clerk _________________________
(v) attached hereto as Exhibit A is a copy of the Resolution No. 4069 adopted on April 1, 2025 by the City Council of the City at a duly called meeting of the City Council at which a quorum was a present and acting throughout approving the execution and delivery of the Financing Documents to which the City is a party, and the other matters contemplated thereby (the “Resolution”), and said Resolution is in full force and effect and has not been altered, amended or repealed as of the date hereof;
(vi) there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that challenges the organization or existence of the City, the authority of its governing board or officers, the proper authorization, approval and execution of the Financing Documents to which the City is a party, the ability of the City otherwise to perform its obligations under the Financing Documents to which the City is a party and the transactions contemplated thereby, the title of the City, as the case may be, in the Project or the pari passu pledge of the Net Revenues granted to the Assignee or its assigns or the security interest granted to the Assignee or its assigns in and to the Collateral; (vii) the correct legal name of the City is the City of San Jacinto for purposes of the Uniform Commercial Code in effect as of the date hereof; and
(viii) all of the requirements under the 2015 Installment Sale Agreement with respect to the execution and delivery of the Installment Purchase Agreement and compliance with the additional debt tests and restrictions and other conditions precedent thereunder in connection with the execution and delivery of the Installment Purchase Agreement have been satisfied, as shown in the evidence of compliance attached hereto as Attachment 1.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement.
Date: April __, 2025
CITY OF SAN JACINTO
__________________________
Erika Gomez, Finance Director
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Attachment 1
Evidence of Satisfaction of Additional Debt Test
[ATTACHED]
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Packet Pg. 233 Attachment: Assignment Agreement (Approval of Financing for Certain Water System Improvements) 5178
2327575
ESCROW AND ACCOUNT CONTROL AGREEMENT
This ESCROW AND ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of April 22, 2025, by and among Banc of America Public Capital Corp, a Kansas corporation (together with its successors and assigns, hereinafter referred to as “Assignee”), City of San Jacinto, a municipal corporation existing under the laws of the State of California (hereinafter referred to as “City”), the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”) and Argent Institutional Trust Company, a Florida trust company (hereinafter referred to as “Escrow Agent”).
Reference is made to (a) that certain Installment Purchase Agreement dated as of April 1, 2025 between Authority and City (as supplemented, amended or restated, the “IPA”) relating to the financing the acquisition, design and construction of certain improvements to the City’s water system (the “System”) as identified in Exhibit A attached thereto (the “Project”) and the sale by the Authority and acquisition by the City of the Project in exchange for installment payments; and (b) that certain Assignment Agreement dated as of April 1, 2025 between Authority and Assignee (as supplemented, amended or restated, the “Assignment Agreement”), pursuant to which Authority has assigned to Assignee all of its rights under the IPA including all of its rights in the Project and rights to receive installment payments to be paid by the Authority under and pursuant to the IPA. It is a requirement of the IPA and the Assignment Agreement that the Acquisition Amount in the amount of $9,097,000 be deposited into a segregated escrow account under terms satisfactory to Assignee, for the purpose of fully funding the IPA, and providing a mechanism for the application of such amounts to the acquisition of and payment for the Project and the Costs of Issuance (as defined in the IPA).
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Creation of Escrow Account.
(a) There is hereby created an escrow fund to be known as the “City of San Jacinto 2025 IPA Escrow Account” (the “Escrow Account”) to be held by the Escrow Agent for the purposes stated herein, for the benefit of Assignee and City, to be held, disbursed and returned in accordance with the terms hereof.
(b) City may, from time to time, provide written instructions for Escrow Agent to use any available cash in the Escrow Account to purchase any money market fund or liquid deposit investment vehicle that Escrow Agent from time to time makes available to the parties hereto. Such written instructions shall be provided via delivery to Escrow Agent of a signed and completed Escrow Account Investment Selection Form (such form available from Escrow Agent upon request). All funds invested by Escrow Agent at the direction of City in such short-term investments (as more particularly described in Escrow Agent’s Escrow Account Investment Selection Form) shall be deemed to be part of the Escrow Account and subject to all the terms and conditions of this Agreement. If any cash is received for the Escrow Account after the cut-off time for the designated short-term investment vehicle, the Escrow Agent shall hold such cash uninvested until the next Business Day. “Business Day” means a day other than a Saturday,
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Packet Pg. 234 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) -2-
Sunday or legal holiday, on which banking institutions are not closed in Chicago, Illinois, San Jacinto, California or New York, New York. In the absence of written instructions from City (on Escrow Agent’s Escrow Account Investment Selection Form) designating a short-term investment of cash in the Escrow Account, cash in the Escrow Account shall remain uninvested and it shall not be collateralized. Escrow Agent shall have no obligation to pay interest on cash in respect of any period during which it remains uninvested. City shall be solely responsible for ascertaining that all proposed investments and reinvestments are Qualified Investments and that they comply with federal, state and local laws, regulations and ordinances governing investment of such funds and for providing appropriate notice to the Escrow Agent for the reinvestment of any maturing investment. Accordingly (and, with respect to the Escrow Agent, provided that the Escrow Agent has acted pursuant to the written instruction of the City), none of the Escrow Agent, Authority nor Assignee shall be responsible for any liability, cost, expense, loss or claim of any kind, directly or indirectly arising out of or related to the investment or reinvestment of all or any portion of the moneys on deposit in the Escrow Account, and City agrees to and does hereby release the Escrow Agent, Authority and Assignee from any such liability, cost, expenses, loss or claim. Interest on the Escrow Account shall become part of the Escrow Account, and gains and losses on the investment of the moneys on deposit in the Escrow Account shall be borne by the City. The Escrow Agent shall have no discretion whatsoever with respect to the management, disposition or investment of the Escrow Account. The Escrow Agent shall not be responsible for any market decline in the value of the Escrow Account and has no obligation to notify Assignee, Authority and City of any such decline or take any action with respect to the Escrow Account, except upon specific written instructions stated herein. For purposes of this Agreement, “Qualified Investments” means any investments which meet the requirements of California Government Code Sections 53600 et seq.
(c) Unless the Escrow Account is earlier terminated in accordance with the provisions of paragraph (d) below, amounts in the Escrow Account shall be disbursed by the Escrow Agent in payment of amounts described in Section 2 hereof upon receipt of written instruction(s) from Assignee, as is more fully described in Section 2 hereof. If the amounts in the Escrow Account are insufficient to pay such amounts, City shall provide any balance of the funds needed to complete the acquisition of the Project. Any moneys remaining in the Escrow Account on or after the earlier of (i) the expiration of the Acquisition Period or (ii) the date on which City executes a Final Acceptance Certificate shall be applied as provided in Section 4 hereof. (d) The Escrow Account shall be terminated at the earliest of (i) the final distribution of amounts in the Escrow Account, (ii) the date on which City executes a Final Acceptance Certificate or (iii) written notice given by Assignee of the occurrence of an Event of Default under the IPA. Notwithstanding the foregoing, this Agreement shall not terminate nor shall the Escrow Account be closed until all funds deposited hereunder have been disbursed. (e) The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument nor as to the identity, authority, or right of any person executing the same; and its duties hereunder shall be limited to the receipt of such moneys, instruments or other documents received by it as the Escrow Agent, and for the disposition of the same in accordance
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herewith. Notwithstanding and without limiting the generality of the foregoing, concurrent with the execution of this Agreement, City and Assignee, respectively, shall deliver to the Escrow Agent an authorized signers form in the form of Exhibit A-1 (City) and Exhibit A-2 (Assignee) attached hereto. Notwithstanding the foregoing sentence, the Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by the parties or by a person or persons authorized by the parties. The Escrow Agent specifically allows for receiving direction by written or electronic transmission from an authorized representative with the following caveat, to the extent permitted by law, City and Assignee agree to indemnify and hold harmless the Escrow Agent against any and all claims, losses, damages, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Escrow Agent as a result of or in connection with the Escrow Agent’s reliance upon and compliance with instructions or directions given by written or electronic transmission given by each, respectively, provided, however, that such Losses have not arisen from the gross negligence or willful misconduct of the Escrow Agent, it being understood that deliberate forbearance on the part of the Escrow Agent to verify or confirm that the person giving the instructions or directions, is, in fact, an authorized person due to Escrow Agent’s good faith determination that such forbearance is in the best interests of the Parties shall not be deemed in and of itself to constitute gross negligence or willful misconduct.
In the event conflicting instructions as to the disposition of all or any portion of the Escrow Account are at any time given by Assignee and City, the Escrow Agent shall abide by the instructions or entitlement orders given by Assignee without consent of the City. (f) Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, City agrees to and does hereby release and indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in connection therewith, does to the extent permitted by law, indemnify the Escrow Agent against any and all expenses, including reasonable attorneys’ fees and the cost of defending any action, suit or proceeding or resisting any claim. (g) If City and Assignee shall be in disagreement about the interpretation of the IPA, or about the rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, but shall not be required to, file an appropriate civil action including an interpleader action to resolve the disagreement. The Escrow Agent shall be reimbursed by City for all costs, including reasonable attorneys’ fees, in connection with such civil action, and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in such action is received.
(h) The Escrow Agent may consult with counsel of its own choice (which counsel shall have experience and knowledge with respect to escrow agreements similar to this Agreement) and shall have full and complete authorization and protection with the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by the gross negligence or willful misconduct of the Escrow Agent or its counsel.
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(i) City shall reimburse the Escrow Agent for all reasonable costs and expenses, including those of the Escrow Agent’s attorneys, agents and employees incurred for non-routine administration of the Escrow Account and the performance of the Escrow Agent’s powers and duties hereunder in connection with any Event of Default under the IPA or in connection with any dispute between Assignee and City concerning the Escrow Account. (j) The Escrow Agent or any successor may at any time resign by giving mailed notice to City and Assignee of its intention to resign and of the proposed date of resignation (the “Effective Date”), which shall be a date not less than 60 days after such notice is delivered to an express carrier, charges prepaid, unless an earlier resignation date and the appointment of a successor shall have been approved by the City and Assignee. After the Effective Date, the Escrow Agent shall be under no further obligation except to hold the Escrow Account in accordance with the terms of this Agreement, pending receipt of written instructions from Assignee regarding further disposition of the Escrow Account.
(k) The Escrow Agent shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement and no implied duties, responsibilities or obligations shall be read into this Agreement.
Section 2. Acquisition and Installation of Project.
(a) Acquisition Contracts. City will arrange for, supervise and provide for, or cause to be supervised and provided for, the acquisition of the Project, with moneys available in the Escrow Account. City represents the estimated costs of the Project are within the funds estimated to be available therefor, and Authority and Assignee make no warranty or representation with respect thereto. Authority and Assignee shall have no liability under any of the acquisition or construction contracts. City shall obtain all necessary permits and approvals, if any, for the acquisition, equipping and installation of the Project, and the operation and maintenance thereof.
Escrow Agent shall have no duty to monitor or enforce City’s compliance with the foregoing covenant.
(b) Authorized Escrow Account Disbursements. It is agreed as between City and Assignee that disbursements from the Escrow Account shall be made for the purpose of paying (including the reimbursement to City for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Project and the Costs of Issuance. (c) Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Assignee has approved in writing such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Assignee and City hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before
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release, shall be made to Assignee only and Escrow Agent shall have no obligation to call-back City.
Each such Disbursement Request shall be signed by an authorized representative of City (an “Authorized Representative”) and by Assignee, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by City and Assignee is delivered to it:
1. Delivery to Assignee of an executed Disbursement Request in the form attached hereto as Schedule 1;
2. Delivery to Assignee of copies of invoices (and proofs of payment of such invoices, if City seeks reimbursement) and bills of sale therefor or other evidence of title Project transfer, and release by Vendor of any security interest, therefor as required by the IPA and any additional documentation reasonably requested by Assignee; and
3. The disbursement shall occur during the Acquisition Period.
City and Assignee agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Section 3. Deposit to Escrow Account. Upon satisfaction of the conditions precedent specified in the IPA and the Assignment Agreement, Assignee will cause the Acquisition Amount to be deposited in the Escrow Account. City agrees to pay any costs with respect to the Project in excess of amounts available therefor in the Escrow Account.
Section 4. Excess Proceeds in Escrow Account. Upon receipt of written instructions from Assignee including a representation that one of the following conditions has been satisfied (upon which representation Escrow Agent shall conclusively rely), any funds remaining in the Escrow Account on or after the earliest of (a) the expiration of the Acquisition Period, (b) the date on which City executes a Final Acceptance Certificate, or (c) upon a termination of the Escrow Account as provided in this Agreement, shall be distributed by the Escrow Agent to the Assignee in order for the Assignee to apply such funds to amounts owed by City under the IPA in accordance with Section 6.3(a) of the IPA.
Section 5. Security Interest. The Escrow Agent and City acknowledge and agree that the Escrow Account and all proceeds thereof are being held by Escrow Agent for disbursement or return as set forth herein. City hereby grants to Assignee a first priority perfected security interest in the Escrow Account, and all proceeds thereof, and all investments made with any amounts in the Escrow Account. If the Escrow Account, or any part thereof, is converted to investments as set forth in this Agreement, such investments shall be made in the name of Escrow Agent and the Escrow Agent hereby agrees to hold such investments as bailee for Assignee so that Assignee is deemed to have possession of such investments for the purpose of perfecting its security interest.
Section 6. Control of Escrow Account. In order to perfect Assignee’s security interest by means of control in (i) the Escrow Account established hereunder, (ii) all securities
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entitlements, investment property and other financial assets now or hereafter credited to the Escrow Account, (iii) all of City’s rights in respect of the Escrow Account, such securities entitlements, investment property and other financial assets, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property (collectively, the “Collateral”), Assignee, City, Authority and Escrow Agent further agree as follows:
(a) All terms used in this Section 6 which are defined in the California Commercial Code (the “Commercial Code”) but are not otherwise defined herein shall have the meanings assigned to such terms in the Commercial Code, as in effect on the date of this Agreement.
(b) Escrow Agent will comply with all entitlement orders originated by Assignee with respect to the Collateral, or any portion of the Collateral, without further consent by City.
(c) Provided that account investments shall be held in the name of the Escrow Agent, Escrow Agent hereby represents and warrants (i) that the records of Escrow Agent show that City is the sole owner of the Collateral, (ii) that Escrow Agent has not been served with any notice of levy or received any notice of any security interest in or other claim to the Collateral, or any portion of the Collateral, other than Assignee’s claim pursuant to this Agreement, and (iii) that Escrow Agent is not presently obligated to accept any entitlement order from any person with respect to the Collateral, except for entitlement orders that Escrow Agent is obligated to accept from Assignee under this Agreement and entitlement orders that Escrow Agent, subject to the provisions of paragraph (e) below, is obligated to accept from City. (d) Without the prior written consent of Assignee, Escrow Agent will not enter into any agreement by which Escrow Agent agrees to comply with any entitlement order of any person other than Assignee or, subject to the provisions of paragraph (e) below, City, with respect to any portion or all of the Collateral. Escrow Agent shall promptly notify Assignee if any person requests Escrow Agent to enter into any such agreement or otherwise asserts or seeks to assert a Lien, encumbrance or adverse claim against any portion or all of the Collateral. (e) Except as otherwise provided in this paragraph (e) and subject to Section 1(b) hereof, City may effect sales, trades, transfers and exchanges of Collateral within the Escrow Account, but will not, without the prior written consent of Assignee, withdraw any Collateral from the Escrow Account. Escrow Agent acknowledges that Assignee reserves the right, by delivery of written notice to Escrow Agent, to prohibit City from effecting any withdrawals (including withdrawals of ordinary cash dividends and interest income), sales, trades, transfers or exchanges of any Collateral held in the Escrow Account. Further, Escrow Agent hereby agrees to comply with any and all written instructions delivered by Assignee to Escrow Agent (once it has had a reasonable opportunity to comply therewith) and has no obligation to, and will not, investigate the reason for any action taken by Assignee, the amount of any obligations of City to Assignee, the validity of any of Assignee’s claims against or agreements with City, the existence of any defaults under such agreements, or any other matter. (f) City hereby irrevocably authorizes Escrow Agent to comply with all instructions and entitlement orders delivered by Assignee to Escrow Agent.
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(g) Escrow Agent will not attempt to assert control, and does not claim and will not accept any security or other interest in, any part of the Collateral, and Escrow Agent will not exercise, enforce or attempt to enforce any right of setoff against the Collateral, or otherwise charge or deduct from the Collateral any amount whatsoever. (h) Escrow Agent and City hereby agree that any property held in the Escrow Account shall be treated as a financial asset under such section of the Commercial Code as corresponds with Section 8-102 of the Uniform Commercial Code, notwithstanding any contrary provision of any other agreement to which Escrow Agent may be a party. (i) Escrow Agent is hereby authorized and instructed, and hereby agrees, to send to Assignee at its address set forth in Section 8 below, concurrently with the sending thereof to City, duplicate copies of any and all monthly Escrow Account statements or reports issued or sent to City with respect to the Escrow Account.
Section 7. Information Required Under USA PATRIOT ACT. The parties acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Agreement agree that they will provide to the Escrow Agent such information as it may request, from time to time, in order for the Escrow Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.
Section 8. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the IPA. This Agreement may not be amended except in writing signed by all parties hereto. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument and each shall have the force and effect of an original and all of which together constitute, and shall be deemed to constitute, one and the same instrument. Notices hereunder shall be made in writing and shall be deemed to have been duly given when personally delivered or when deposited in the mail, first class postage prepaid, or delivered to an express carrier, charges prepaid, or sent by facsimile with electronic confirmation, addressed to each party at its address below.
Notices and other communications hereunder may be delivered or furnished by electronic mail provided that any formal notice shall be attached to an email message in PDF format and provided further that any notice or other communication sent to an e-mail address shall be deemed received upon and only upon the sender’s receipt of affirmative acknowledgement or receipt from the intended recipient. For purposes hereof no acknowledgement of receipt generated on an automated basis shall be deemed sufficient for any purpose hereunder or admissible as evidence of receipt. It is understood and agreed that for no purpose shall notice to Argent Institutional Trust Company in its capacity hereunder constitute notice to Banc of America Public Capital Corp in its capacity hereunder.
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Packet Pg. 240 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) -8-
If to Assignee: Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attn: Contract Administration
If to City: City of San Jacinto
595 S. San Jacinto Avenue
San Jacinto, CA 92583
Telephone: (951) 487-7330
Attn: Finance Director
If to Escrow Agent: Argent Institutional Trust Company
1715 N. Westshore Boulevard, Suite 750
Tampa, FL 33607
Attn: Alice Wolan
Telephone: (312) 405-5393
E-mail: [email protected]
Section 9. City and Assignee understand and agree that they are required to provide the Escrow Agent with a properly completed and signed Tax Certification (as defined below) and that the Escrow Agent may not perform its duties hereunder without having been provided with such Tax Certification. As used herein “Tax Certification” shall mean an IRS form W-9 or W-8 as described above. The Escrow Agent will comply with any U.S. tax withholding or backup withholding and reporting requirements that are required by law. With respect to earnings allocable to a foreign person, the Escrow Agent will withhold U.S. tax as required by law and report such earnings and taxes withheld, if any, for the benefit of such foreign person on IRS Form 1042-S (or any other required form), unless such earnings and withheld taxes are exempt from reporting under Treasury Regulation Section 1.1461-1(c)(2)(ii) or under other applicable law.
With respect to earnings allocable to a United States person, the Escrow Agent will report such income, if required, on IRS Form 1099 or any other form required by law. The IRS Forms 1099 and/or 1042-S shall show the Escrow Agent as payor and City as payee. Escrow Agent shall recognize City as the designated party for regulatory reporting purposes.
City and Assignee agree that they are not relieved of their respective obligations, if any, to prepare and file information reports under Code Section 6041, and the Treasury regulations thereunder, with respect to amounts of imputed interest income, as determined pursuant to Code Sections 483 or 1272. The Escrow Agent shall not be responsible for determining or reporting such imputed interest.
Section 10. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the parties hereto consent to jurisdiction in the State of California and venue in any state or federal court located in the State of California, and each party expressly waives any objections that it may have to the venue of such courts. THE PARTIES
HERETO EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION
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BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT. If the waiver of jury trial contained herein is unenforceable for any reason, then the parties hereto agree that the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision.
Section 11. Any bank or corporation into which the Escrow Agent may be merged or with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may transfer a substantial amount of its escrow business, shall be the successor to the Escrow Agent without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding. Any bank or corporation into which the Assignee may be merged or with which it may be consolidated, or any bank or corporation to whom the Assignee may transfer a substantial amount of its business, shall be the successor to the Assignee without the execution or filing of any paper or any further act on the part of any of the parties, anything herein to the contrary notwithstanding.
Section 12. This Agreement may be amended, modified, and/or supplemented only by an instrument in writing executed by all parties hereto.
Section 13. No party hereto shall assign its rights hereunder until its assignee has submitted to the Escrow Agent (i) Patriot Act disclosure materials and the Escrow Agent has determined that on the basis of such materials it may accept such assignee as a customer and (ii) assignee has delivered an IRS Form W-8 or W-9, as appropriate, to the Escrow Agent which the Escrow Agent has determined to have been properly signed and completed.
Section 14. Escrow Agent will treat information related to this Agreement as confidential but, unless prohibited by law, City and Assignee authorize the transfer or disclosure of any information relating to this Agreement to and between the subsidiaries, officers, affiliates and other representatives and advisors of Escrow Agent and third parties selected by any of them, wherever situated, for confidential use in the ordinary course of business, and further acknowledge that Escrow Agent and any such subsidiary, officer, affiliate or third party may transfer or disclose any such information as required by any law, court, regulator or legal process.
Assignee will treat information related to this Agreement as confidential but, unless prohibited by law, Escrow Agent and City authorize the transfer or disclosure of any information relating to this Agreement to and between the subsidiaries, officers, affiliates, other representatives and advisors of Assignee and debt and equity sources and third parties selected by any of them, and to their prospective assignees wherever situated, for confidential use in the ordinary course of business, and further acknowledge that Assignee and any such subsidiary, officer, affiliate, debt and equity source or third party or prospective assignee may transfer or disclose any such information as required by any law, court, regulator or legal process. For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any person.
City and Authority will treat the terms of this Agreement as confidential except on a “need to know” basis to persons within or outside City’s or Authority’s organization (including affiliates
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of such party), such as attorneys, accountants, bankers, financial advisors, auditors and other consultants of such party and its affiliates, except as required by any law, court, regulator or legal process and except pursuant to the express prior written consent of the other parties, which consent shall not be unreasonably withheld.
Section 15. This Agreement may be executed and delivered by facsimile signature or other electronic or digital means (including, without limitation, Adobe’s Portable Document Format (“PDF”)). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable contract between them. The exchange and delivery of this Agreement and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes.
Notwithstanding the foregoing, at the request of either party, the parties hereto agree to exchange inked original replacement signature pages as soon thereafter as reasonably practicable. [Remainder of page intentionally left blank; signature page follows]
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Packet Pg. 243 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) [Signature Page to Escrow and Account Control Agreement] IN WITNESS WHEREOF, the parties have executed this Escrow and Account Control Agreement as of the date first above written.
BANC OF AMERICA PUBLIC CAPITAL CORP
as Assignee
CITY OF SAN JACINTO
as City
By: ________________________________
Name: ___________________________
Title: ____________________________
By: ________________________________
Name: Robert Johnson
Title: City Manager
ARGENT INSTITUTIONAL TRUST COMPANY
as Escrow Agent
CITY OF SAN JACINTO CITY OF SAN JACINTO
PUBLIC FINANCING AUTHORITY
as Authority
By: ________________________________
Name: ___________________________
Title: ____________________________
By: ________________________________
Name: Robert Johnson
Title: Executive Director
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Packet Pg. 244 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) Schedule 1-1
SCHEDULE 1
TO THE ESCROW AND ACCOUNT CONTROL AGREEMENT
FORM OF DISBURSEMENT REQUEST
Re: Installment Purchase Agreement dated as of April 1, 2025 between City of San Jacinto and Banc of America Public Capital Corp, as assignee of the City of San Jacinto Public Financing Authority (the “IPA”) (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the IPA.)
In accordance with the terms of the Escrow and Account Control Agreement, dated as of April 22, 2025 (the “Escrow and Account Control Agreement”) by and among Banc of America Public Capital Corp (“Assignee”), the City of San Jacinto (“City”), the City of San Jacinto Public Financing Authority (the “Authority”) and Argent Institutional Trust Company, as escrow agent (the “Escrow Agent”), the undersigned hereby requests the Escrow Agent pay the following persons the following amounts from the Escrow Account created under the Escrow and Account Control Agreement for the following purposes:
Disbursement Amounts:
Payee’s Name and Address (if
disbursement via wire, must include
wire transfer instructions)
Invoice Number Dollar Amount Purpose
<Payee’s Name>
<Payee Address 1>
<Payee Address 2>
<Payee Address 3>
<Payee Bank Name*>
<Payee Bank ABA/Routing*>
<Payee Bank Account No*>
<Payee Account Name*>
<*Payee Address and Payee Bank
information is required.>
<invoice list OR “see
attached” with a
spreadsheet>
< invoice amount> <general description of
equipment; ex “police cruiser”>
<Payee’s Name>
<Payee Address 1>
<Payee Address 2>
<Payee Address 3>
<Payee Bank Name*>
<Payee Bank ABA/Routing*>
<Payee Bank Account No*>
<Payee Account Name*>
<*Payee Address and Payee Bank
information is required.>
<invoice list OR “see
attached” with a
spreadsheet>
< invoice amount> <general description of
equipment; ex “police cruiser”>
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Packet Pg. 245 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) Schedule 1-2
City hereby represents, covenants and warrants for the benefit of Assignee on the date hereof as follows:
(i) Each obligation specified in the table herein titled as “Disbursement Amounts” (a) has been incurred by City in the stated amount, (b) the same is a proper charge against the Escrow Account for costs relating to the Project identified above and has not been paid (or has been paid by City and City requests reimbursement thereof), and (c) has not been paid (or has been paid by City and City requests reimbursement thereof), and the Project relating to such obligation has been delivered, installed and accepted by City. [For COI Disbursement only: Each obligation specified in the table herein titled as “Disbursement Amounts” (a) has been incurred by City in the stated amount, and (b) the same is a proper charge for costs of delivery of the IPA identified above and has not been paid (or has been paid by City and City requests reimbursement thereof, in which event City further certifies that the requested reimbursement is not with respect to any amount previously paid).] (ii) For each item of Project relating to an obligation specified in the table herein titled as “Disbursement Amounts” (a) City has conducted such inspection and testing of the Project as it deems appropriate in order to unconditionally accept such Project, and (b) such Project has been delivered, installed, and unconditionally accepted for all purposes by City and title thereto has transferred to City and any security interest of Vendor therein has been released. Attached hereto is a copy of the original invoice, and certification from Vendor as to title transfer and release by Vendor of any security interest with respect to such obligation. (iii) The undersigned, as Authorized Representative, has no notice of any vendor’s, mechanic’s or other Liens or rights to Liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made. (iv) This requisition contains no item representing payment on account, or any retained percentages which City is, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to City).
(v) The Project is insured in accordance with the IPA.
(vi) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default, under the IPA has occurred and is continuing at the date hereof. (vii) The disbursement shall occur during the Acquisition Period. (viii) The representations, warranties and covenants of City set forth in the IPA are true and correct as of the date hereof.
(ix) No Material Adverse Change has occurred since the date of the execution and delivery of the IPA.
(x) The information in this Disbursement Request regarding each Payee, including their respective name, address and wiring instructions (collectively, the “Payee Information”), is true and correct, such Payee Information has been verified and confirmed by City and the Assignee can rely on City’s verification and confirmation of the accuracy of such Payee Information. City
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Packet Pg. 246 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) Schedule 1-3
hereby acknowledges and agrees that any call-back performed by Assignee to verify the disbursement instructions pursuant to this Disbursement Request shall be made to City only and Assignee shall have no obligation to call-back any Payee listed above. [Remainder of page intentionally left blank]
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Packet Pg. 247 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) [Signature Page to Disbursement Request]
Dated: ________________
CITY OF SAN JACINTO
By:____________________________________
Name: ______________________________
Title: _______________________________
Disbursement of funds from the Escrow
Account in accordance with the foregoing
Disbursement Request hereby is authorized
BANC OF AMERICA PUBLIC CAPITAL CORP
as Assignee under the IPA
By:
Name:
Title:
4.A.1.e
Packet Pg. 248 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) [AN “EXHIBIT A-1” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT]
EXHIBIT A-1
FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE
The undersigned, a duly elected or appointed and acting Clerk of the City of San Jacinto (“City”) certifies as follows:
A. The following listed persons are duly elected or appointed and acting officials of City (the “Officials”) in the capacity set forth opposite their respective names below and the facsimile signatures below are true and correct as of the date hereof; and B. The Officials are duly authorized, on behalf of City, to negotiate, execute, in writing or electronically, and deliver the Installment Purchase Agreement dated as of April 1 2025 by and between City and the City of San Jacinto Public Financing Authority (the “Authority”), the Escrow and Account Control Agreement dated as of April 22, 2025 by and among Banc of America Public Capital Corp (“Assignee”), City, Authority and Argent Institutional Trust Company as Escrow Agent, all documents related thereto and delivered in connection therewith, and any future modification(s) or amendments thereof (collectively, the “Operative Agreements”), and the Operative Agreements each are the binding and authorized agreements of City, enforceable in all respects in accordance with their respective terms.
NAME OF OFFICIAL TITLE SIGNATURE
Robert Johnson City Manager ________________________
Thomas Prill Deputy City Manager ________________________ Erika Gomez Finance Director ________________________
Dated: April 22, 2025
By:____________________________________
Name: Julia Espinoza
Title: City Clerk
(The signer of this Certificate cannot be listed above as authorized to execute the Operative Agreements.)
4.A.1.e
Packet Pg. 249 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) [AN “EXHIBIT A-2” MUST BE COMPLETED AND EXECUTED AT TIME OF EXECUTION OF THE AGREEMENT]
EXHIBIT A-2
ESCROW AND ACCOUNT CONTROL AGREEMENT DATED AS OF APRIL 22, 2025 BY AND AMONG BANC
OF AMERICA PUBLIC CAPITAL CORP, AS ASSIGNEE, CITY OF SAN JACINTO, AS CITY, THE CITY OF
SAN JACINTO PUBLIC FINANCING AUTHORITY AND ARGENT INSTITUTIONAL TRUST COMPANY, AS
ESCROW AGENT
CERTIFICATE OF AUTHORIZED REPRESENTATIVES – [ASSIGNEE]
Name: Candy Tam Name: Nancy Nusenko
Title: Authorized Agent Title: Authorized Agent
Phone: 415-765-7492 Phone: 443-541-3646
Facsimile: 415-633-0183 Facsimile: 443-541-3057
E-mail: [email protected] E-mail: [email protected] Signature: Signature:
Fund Transfer / Disbursement Authority Level: Fund Transfer / Disbursement Authority Level:
Initiate Initiate
Verify transactions initiated by others Verify transactions initiated by others Name: Nancy K. Hepner Name: Arlene Sobieck
Title: Authorized Agent Title: Authorized Agent
Phone: 443-541-3645 Phone: 443-541-3643
Facsimile: 804-553-2407 Facsimile: 443-541-3057
E-mail: [email protected] E-mail: [email protected] Signature: Signature:
Fund Transfer / Disbursement Authority Level: Fund Transfer / Disbursement Authority Level:
Initiate Initiate
Verify transactions initiated by others Verify transactions initiated by others The Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by the person or persons identified above including without limitation, to initiate and verify funds transfers as indicated.
BANC OF AMERICA PUBLIC CAPITAL CORP
By:
Name:
Title:
Date: April 22, 2025
4.A.1.e
Packet Pg. 250 Attachment: Escrow Agreement (Approval of Financing for Certain Water System Improvements) April 15, 2025
TO: City Council
REQUESTED BY: Erika Gomez, Finance Director
APPROVED BY: Robert A. Johnson, City Manager
SUBJECT: Approval of Financing for Certain Water System Improvements RECOMMENDATION:
Staff recommends that the City Council adopt the attached Resolution No. 4069, authorizing and directing execution of an Installment Sale Agreement and Escrow Agreement to finance the purchase of equipment and the construction of a new treatment plant and well, including site improvements, project management, and inspection costs related to the water system (the “Project”), and approving related documents and official actions.
DISCUSSION:
The Grand Well and Grand Well Treatment Plant project (Project) emerged as a vital response to the City’s growing water infrastructure needs. Initially funded by the American Rescue Plan Act of 2021 (ARPA) and the Infrastructure Investment and Jobs Act of 2021, the project aimed to strengthen the City’s water system. In 2022, the first phase of the initiative was successfully completed with the drilling of the Grand Well. However, as the pandemic brought rising costs nationwide, the City Council approved reallocation of all remaining ARPA funds in 2024 to finalize other critical infrastructure projects, like the Bath Well Treatment Plant and its site improvements.
Despite the shift in funding, the completion of the Grand Well and its treatment plant remains essential. This facility replaces the former Grand Well, which was abandoned and removed from the City’s Water Conveyance System roughly five years ago. The new Grand Well and Treatment Plant will improve and address inefficiencies in the City’s water distribution. The location of the new treatment plant resolves logistical challenges caused by the concentration of the City’s three active wells on the east side of town and minimizes costs associated with pumping water across town.
As residential and commercial growth continues, ensuring a reliable water supply has become a pressing priority. The new well delivers a production capacity of up to 2,500 gallons per minute, which will allow the City to maintain full reservoirs and steady water pressure during extreme heat and/or emergencies, such as fires. Beyond increasing supply, the Grand Well Treatment Plant enhances water quality by eliminating contaminants like iron and manganese, improving the color, taste, and odor of the water. Reliable access to high-quality drinking water is fundamental to public health, and this investment will enhance the overall well-being of the community while supporting future economic growth.
4.B.1
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Summary of Bids
In order to secure the funds required to construct the Project, a Request for Proposal was sent to 17 banks on March 4, 2025, and 10 bids were received on March 13, 2025. Of the ten bids received, two were considered the most competitive, and a summary is provided below:
Bank of America Webster Bank
Term 15-Year Term 20-Year Term 15-Year Term 20-Year Term Interest Rate 4.1357% 4.3204% 4.18% 4.43%
All-in True
Interest Cost
4.30% 4.45% 4.34% 4.56%
Optional
Redemption
Feature
Callable on or
after 2/1/2033 at
100%
Callable on or
after 8/1/2035 at
100%
Callable on or
after 6/30/2030
at 100%
Callable on
6/30/2030
through
6/29/2032 at
101%, and on or
after 6/30/2032
at 100%
Based upon an evaluation of the bids and the specific terms requested by the bidders, staff and the City’s Finance Team are recommending the selection of Banc of America Public Capital Corp (the “Bank”) as the City’s lender at a rate of 4.3204% for a 20-year term. A copy of the Bank’s term sheet is attached.
Actions Needed
Resolution No. 4069 authorizes all proceedings related to the financing of the Project and approves the following financing documents necessary to complete the lease financing:
• Installment Sale Agreement – is between the Authority and the City. In order to provide financing for the Project, the Authority and the City wish to enter into this Agreement under which the Authority will provide funds to acquire, construct and/or improve the Project and sell the Project to the City in consideration of the agreement by the City to pay the purchase price thereof in semiannual installment payments. The obligation of the City to pay installment payments under this Agreement will be secured by a pledge of and lien on the Net Revenues of the Water System and a lien on the Project. • Escrow Agreement – is between the City, Authority, the Bank, and Argent Institutional Trust Company (the “Escrow Agent”). The Escrow Agreement sets forth the terms and conditions under which the Project Fund is to be held and disbursed in connection with the financing of the Project.
After the adoption of the Resolution, staff and the City’s Finance Team will complete the required actions to close the financing by April 22, 2025, at which time the funds will be available.
4.B.1
Packet Pg. 252
FISCAL IMPACT:
Approval of this item does not impact the General Fund. Principal and interest on the financing will be repaid by the Authority from semi-annual installment payments received from the City.
The City’s installment payments to the Authority will be made from the water system’s Net Revenues. Financial projections indicate there will be more than sufficient Net Revenues to meet the debt service requirements. The financing is being structured to provide a total of $9 million in net proceeds to fund the Project. Repayment will be made through level annual payments, with the average annual payment estimated at approximately $677,909. Including the water system’s existing 2015 loan, the total average annual debt service cost is projected to be about $987,483 from FY 2026 through FY 2036, when the 2015 loan is scheduled to mature.
From FY 2037 to FY 2045, only the new 2025 loan will remain outstanding.
ATTACHMENTS:
Term Sheet
Resolution No. 4069
Installment Sale Agreement
Escrow Agreement
4.B.1
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Jill M. Forsyth
Senior Vice President
Government Finance Group
14636 N. Scottsdale Road, Suite 200
Scottsdale, AZ 85254
T: (480) 624-0369 | F: (415) 796-1301
E: [email protected]
“Bank of America” is the marketing name used by certain Global Banking and Global Markets businesses of Bank of America Corporation. Lending, leasing, equipment finance and other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Banc of America Public Capital Corp, a wholly-owned subsidiary of Bank of America, National Association, is not a municipal advisor and is not subject to the fiduciary duty established in Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended, with respect to any municipal financial product or issuance of municipal securities. The information provided in this document is not intended to be and should not be construed as “advice” with the meaning Section 15B of the Securities Exchange Act of 1934 and the municipal advisor rules of the SEC.© 2025 Bank of America Corporation. All rights reserved.
March 12, 2025
City of San Jacinto
Attn: Eric Staniek | Email: [email protected]
Jeff Land | Email: [email protected]
595 S. San Jacinto Ave
San Jacinto, CA
Re: Request for Proposal – 2025 Installment Purchase Agreement Dear Mr. Staniek and Mr. Land,
Banc of America Public Capital Corp is pleased to submit a response to the City of San Jacinto’s Request for Proposal for the 2025 Installment Purchase Agreement. BAPCC’s detailed response is described in the Summary of Terms and Conditions below (“the Proposal”).
Banc of America Public Capital Corp provides capital for essential use projects and equipment financing. As one of the largest tax-exempt providers in the nation, the entire team is dedicated to public sector financing.
The City of San Jacinto is a valued client of BAPCC, and we look forward to expanding the relationship further.
Thank you for the opportunity to present this response to the City.
Jill M. Forsyth
Senior Vice President
Government Finance Group
Banc of America Public Capital Corp: Government Group
4.B.1.a
Packet Pg. 254 Attachment: Term Sheet (Approval of Financing for Certain Water System Improvements) The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) BAPCC is acting solely as a principal (i.e., as a lender or lessor) and for its own interest; (ii) BAPCC is not acting as a municipal advisor or financial advisor to you; (iii) BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether BAPCC or any of its affiliates has provided other services or is currently providing other services to you on other matters); (iv) the only obligations BAPCC has to you with respect to this transaction are set forth in the definitive transaction agreements between us; and (v) BAPCC is not recommending that you take an action with respect to the transaction described in this document, and before taking any action with respect to the this transaction, you should discuss the information contained herein with your own legal, accounting, tax, financial and other advisors, as you deem appropriate. If you would like a municipal advisor in this transaction that has legal fiduciary duties to you, you are free to engage a municipal advisor to serve in that capacity.
Summary of Terms and Conditions
Borrower: City of San Jacinto, California (“the City” or “Borrower”) Lender: Banc of America Public Capital Corp (“BAPCC” or “Lender”) Structure: Installment Purchase Agreement (“IPA”) between the City of San Jacinto Public Finance Authority and the City of San Jacinto. BAPCC will provide funding to the City for the acquisition of the water system through the IPA.
Security: Secured by a pledge of net revenues of the water system and a security interest in the equipment (to be determined).
Covenants: Rate covenant of 1.20x
Additional indebtedness covenant of 1.20x
Term: a) 15 years
b) 20 years
Amount: Approximately $10,110,000
Rate: a) 4.1357%
b) 4.3204%
The proposed interest rate includes a rate lock and will be valid for fundings on or before April 30, 2025. After April 30, 2025, the interest rate may be adjusted to maintain the economics to the Lender. To lock the interest rate, the City must notify BAPCC of its intent to award the transaction by March 20, 2025. The rate lock is subject to final City Council approval.
Payments: Payments will be in accordance with the attached amortization schedules with semi-annual principal and interest payments commencing on August 1, 2025.
Please note if alternative payment frequencies or changes to the principal amounts due on each payment date are requested, this may be accommodated, but any changes to the average life may also impact the rate quoted herein.
Prepayment: Callable after 50% of the term in full on any regularly scheduled payment date at par.
Governmental
Entity: The base payments are calculated on the assumptions that the Borrower is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue Code (the "Code"), that this transaction will constitute an
4.B.1.a
Packet Pg. 255 Attachment: Term Sheet (Approval of Financing for Certain Water System Improvements) The transaction described in this document is an arm’s length, commercial transaction between you and Banc of America Public Capital Corp or one of its subsidiaries or affiliates (collectively, “BAPCC”) in which: (i) BAPCC is acting solely as a principal (i.e., as a lender or lessor) and for its own interest; (ii) BAPCC is not acting as a municipal advisor or financial advisor to you; (iii) BAPCC has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to you with respect to this transaction and the discussions, undertakings and procedures leading thereto (irrespective of whether BAPCC or any of its affiliates has provided other services or is currently providing other services to you on other matters); (iv) the only obligations BAPCC has to you with respect to this transaction are set forth in the definitive transaction agreements between us; and (v) BAPCC is not recommending that you take an action with respect to the transaction described in this document, and before taking any action with respect to the this transaction, you should discuss the information contained herein with your own legal, accounting, tax, financial and other advisors, as you deem appropriate. If you would like a municipal advisor in this transaction that has legal fiduciary duties to you, you are free to engage a municipal advisor to serve in that capacity. obligation of Borrower within the meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.