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HomeMy WebLinkAboutDraft Agenda Packet - 03-16-2021 CC HA Agenda- CALIFORNIA NikTIONAL CI XAOORPORATfi ALEJANDRA SOTELO-SOLIS Mayor JOSE RODRIGUEZ Vice Mayor MARCUS BUSH Councilmember RON MORRISON Councilmember MONA RIOS Councilmember 1243 National City Blvd. National City, CA 91950 619-336-4240 Meeting agendas and minutes available on the City's website at WWW.NATIONALCITYCA. GOV AGENDA OF A REGULAR MEETING - NATIONAL CITY CITY COUNCIL/ COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY ONLINE ONLY MEETING https://www.nationalcityca.gov/webcast LIVE WEBCAST COUNCIL CHAMBERS CIVIC CENTER 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CALIFORNIA TUESDAY, MARCH 16, 2021 — 6:00 PM NOTICE: The health and well-being of National City residents, visitors, and employees during the COVID-19 outbreak remains our top priority. The City of National City is coordinating with the County of San Diego Health Human Services Agency, and other agencies to take measures to monitor and reduce the spread of the novel coronavirus (COVID-19). The World Health Organization has declared the outbreak a global pandemic and local and state emergencies have been declared providing reprieve from certain public meeting laws such as the Brown Act. As a result, the City Council Meeting will occur only online to ensure the safety of City residents, employees and the communities we serve. A live webcast of the meeting may be viewed on the city's website at www.nationalcityca.gov. For Public Comments see "PUBLIC COMMENTS" section below ORDER OF BUSINESS: Public sessions of all Regular Meetings of the City Council / Community Development Commission - Housing Authority (hereafter referred to as Elected Body) begin at 6:00 p.m. on the first and third Tuesday of each month. Public Hearings begin at 6:00 p.m. unless otherwise noted. Closed Meetings begin in Open Session at 5:00 p.m. or such other time as noted, and after announcing closed session items, convenes into a Closed Meeting. If a workshop is scheduled, the subject and time of the workshop will appear on the agenda. The Mayor and Council members also sit as the Chairperson and Members of the Board of the Community Development Commission (CDC). REPORTS: All open session agenda items and reports as well as all documents and writings distributed to the Elected Body less than 72 hours prior to the meeting, are available for review on the City's website at www.nationalcityca.gov. Regular Meetings of the Elected Body are webcast and archived on the City's website at www.nationalcityca.gov. PUBLIC COMMENTS: There are multiple ways you can make sure your opinions are heard and considered by our City Council as outlined below: Submit your public comment prior to the meeting: To submit a comment in writing, email PublicComment(c�nationalcityca.gov, provide the agenda item number and title of the item in the subject line of your email. Public comments or testimony is limited to up to three (3) minutes. If the comment is not related to a specific agenda item, 1 of 194 indicate General Public Comment in the subject line. All email comments received by 4:00 p.m. on the day of the meeting will be emailed to the City Council Members and made a part of the official record. ***Please note that email comments received prior to the meeting will no longer be read into the meeting's record but will be distributed to the City Council. If you would like to share your comments live during the meeting, please follow the instructions below. Register online and participate in live public comment during the meeting: To provide live public comment during the meeting, you must pre -register on the City's website at https://www.nationalcityca.gov/publiccomment by 4:00 p.m. on the day of the regular meeting to join the City Council Meeting. ***Please note that you do not need to pre -register to watch the meeting online, but you must pre -register if you wish to speak. Once registered, you will receive an email with a link from Zoom to join the live meeting. You can participate by phone or by computer. Please allow yourself time to log into Zoom before the start of the meeting to ensure you do not encounter any last-minute technical difficulties. ***Please note that members of the public will not be shown on video; they will be able to watch and listen and speak when called upon. Public microphones will be muted until it is your turn to comment. Each speaker is allowed up to three (3) minutes to address the City Council. Please be aware that the Mayor may limit the comments' length due to the number of persons wishing to speak or if comments become repetitious or unrelated. All comments are subject to the same rules as would otherwise govern speaker comments at the meeting. Speakers are asked to be respectful and courteous. Please address your comments to the City Council as a whole and avoid personal attacks against members of the public, City Council, and city staff. Questions about public comment or City Council protocols? Please contact the City Clerk's Office at (619) 336-4228 or via email at Clerk(a�nationalcityca.gov. To use the Zoom interpretation feature, please scroll to the bottom of the Zoom screen (where the meeting controls are), click on the interpretation icon (world), and select English as your language. If you are joining using the Zoom mobile app (cell phone, tablet, etc.), please press the ellipsis (...), then Interpretation, and then choose your language. WRITTEN AGENDA: With limited exceptions, the Elected Body may take action only upon items appearing on the written agenda. Items not appearing on the agenda must be brought back on a subsequent agenda unless they are of a demonstrated emergency or urgent nature, and the need to take action on such items arose after the agenda was posted. CONSENT CALENDAR: Consent calendar items involve matters which are of a routine or noncontroversial nature. All consent items are adopted by approval of a single motion by the City Council. Prior to such approval, any item may be removed from the consent portion of the agenda and separately considered, upon request of a Councilmember, a staff member, or a member of the public. 2 of 194 Upon request, this agenda can be made available in appropriate alternative formats to persons with a disability in compliance with the Americans with Disabilities Act. Please contact the City Clerk's Office at (619) 336-4228 to request a disability -related modification or accommodation. Notification 24- hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. AVISO: La salud y el bienestar de los residentes, visitantes y empleados de National City durante el brote de COVID-19 sigue siendo nuestra maxima prioridad. El Ayuntamiento de la Ciudad de National City se esta coordinando con la Agencia de Salud y Servicios Humanos del Condado de San Diego y otras agencias para tomar medidas con el fin de monitorear y reducir la propagacion del nuevo coronavirus (COVID-19). La Organizacion Mundial de la Salud declaro el brote como una pandemia global y se han manifestado emergencias locales y estatales que resultan en la suspension de ciertas leyes de reuniones publicas, tal como la Ley Brown. Como resultado de ello, la junta del Concejo Municipal del Ayuntamiento se Ilevara a cabo solamente en linea para garantizar la seguridad de los residentes, empleados y comunidades locales que atendemos. Se podra ver una transmision en vivo de la junta en el sitio web del Ayuntamiento en www.nationalcityca.gov. Para comentarios publicos, vea la seccion "COMENTARIOS PUBLICOS" mas adelante. ORDEN DEL DIA: Las sesiones publicas de todas las juntas ordinarias del Concejo Municipal/Comision de Desarrollo Comunitario - Autoridad de Vivienda (en lo sucesivo denominado Organo Electo) inician a las 6:00 p.m. el primer y tercer martes de cada mes. Las audiencias publicas inician a las 6:00 p.m., a menos que se indique lo contrario. Las juntas cerradas inician en sesion abierta a las 5:00 p.m. o en cualquier otro momento que se indique, y tras anunciar los temas de la sesion cerrada, la junta se realiza como sesion cerrada. Si se programa una reunion de discusion y analisis, el tema y la hora de la misma apareceran en la agenda. La Alcaldesa y los Concejales se reunen por igual que el Presidente y los integrantes del Consejo de la Comision de Desarrollo Comunitario. INFORMES: Todos los temas e informes de la agenda de la sesion abierta, asi como todos los documentos y escritos entregados al Organo Electo menos de 72 horas antes de la sesion, apareceran en el sitio web del Ayuntamiento. Las juntas ordinarias del Organo Electo se transmiten por Internet y se archivan en el sitio web del Ayuntamiento en www.nationalcityca.gov. COMENTARIOS PUBLICOS: Hay varias formas en las que puede asegurarse de que sus opiniones sean escuchadas y consideradas por nuestro Concejo Municipal como se describe a continuacion: Envie su comentario public() antes de la sesion: Para enviar un comentario por escrito, envie un correo electronico a PublicComment(a�nationalcityca.gov, proporcione el numero del tema o asunto de la agenda y el titulo del tema o asunto en la linea de asunto de su correo electronico. Los comentarios o testimonios publicos se limitan a tres (3) minutos. Si el comentario no se relaciona con un tema o asunto especifico de la agenda, indique Comentario Publico General en la linea de asunto. Todos los comentarios por correo electronico recibidos antes de las 4:00 p.m. del dia de la sesion se enviaran por correo electronico a los miembros del Concejo Municipal y formaran parte del acta oficial. ***Tenga en cuenta que los comentarios por correo electronico recibidos antes de la sesion ya no se leeran en el registro de la sesion, sino que se distribuiran al Concejo Municipal. Si desea compartir sus comentarios en vivo durante la sesion, siga las instrucciones a continuacion. 3 of 194 Registrese en linea y participe en los comentarios publicos en vivo durante la sesion: Para proporcionar comentarios publicos en vivo durante la sesion, debe registrarse previamente en el sitio web del Ayuntamiento en https://www.nationalcityca.qov/publiccomment antes de las 4:00 p.m. del dia de la junta ordinaria para incorporarse a la sesion del Concejo Municipal. ***Tenga presente que no necesita registrarse previamente para ver la sesion en linea, pero debe registrarse previamente si desea hablar. Una vez registrado, recibira un correo electronico con un enlace de Zoom para integrarse a la sesion en vivo. Puede participar por telefono o por computadora. Tomese el tiempo necesario para iniciar la reunion en Zoom antes del inicio de Ia sesion para asegurarse de no encontrar dificultades tecnicas de ultimo momento. ***Tenga presente que las personas del publico no se mostraran en video; podran observar, escuchar y hablar cuando se les solicite. Los microfonos publicos se silenciaran hasta que sea su turno de comentar. Cada orador tiene hasta tres (3) minutos para dirigirse al Concejo Municipal. Tenga en cuenta que Ia Alcaldesa puede limitar Ia extension de los comentarios debido a la cantidad de personas que deseen hablar o si los comentarios se vuelven repetitivos o no relacionados. Todos los comentarios estan sujetos a las mismas reglas que de otro modo regirian los comentarios de los oradores en la sesion. Se pide a los oradores que sean respetuosos y corteses. Dirija sus comentarios al Concejo Municipal en su conjunto y evite ataques personales contra personas del publico, el Concejo Municipal y el personal del Ayuntamiento. LPreguntas sobre comentarios publicos o protocolos del Concejo Municipal? Comuniquese con la Oficina de la Secretaria del Ayuntamiento al telefono (619) 336-4228, o por correo electronico a Clerkanationalcityca.gov. Para hacer use del servicio de interpretacion, favor de desplazarse a la parte inferior de la pantalla de Zoom (donde aparecen los controles). Haga clic en el icono de interpretacion (globo terraqueo), y seleccione "Spanish" (espanol). Si esta utilizando la aplicacion movil de Zoom (celular, tableta, etc.), presione los puntos suspensivos (...), luego "interpretation" y luego el idioma. AGENDA ESCRITA: Con contadas excepciones, el Organ() Electo puede tomar medidas unicamente sobre los temas que aparecen en la agenda escrita. Los temas que no aparezcan en la agenda deben aparecer en una agenda subsecuente, a menos que sean de emergencia o urgencia demostrada, y Ia necesidad de tomar medidas sobre esos temas haya surgido despues de haber sido publicada la agenda. CALENDARIO DE CONSENTIMIENTO: Los temas del calendario de consentimiento implican cuestiones de naturaleza rutinaria o no controvertida. Todos los temas de consentimiento se adoptan mediante la aprobacion de una sola mocion del Concejo Municipal. Antes de la aprobacion, cualquier terra puede eliminarse de la parte de consentimiento de la agenda y considerarse aparte, a peticion de un concejal, individuo del personal del Ayuntamiento o persona del publico. Previa solicitud, esta agenda puede estar disponible en formatos alternativos apropiados para personas con discapacidades, en observancia de la Ley de Estadounidenses con Discapacidades. Llame al telefono (619) 336-4228 de la Oficina del Secretario del Ayuntamiento para solicitar una 4 of 194 modificacion o adaptacion de acceso relativa a la discapacidad. Notificar 24 horas antes de la sesion permitira al Ayuntamiento hacer arreglos razonables para garantizar la accesibilidad a esta junta. 5 of 194 OPEN TO THE PUBLIC A. CITY COUNCIL CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE TO THE FLAG PUBLIC COMMENTS (THREE -MINUTE TIME LIMIT) PROCLAMATIONS AND CERTIFICATES 1. National City Celebrates Women's History Month. AWARDS AND RECOGNITIONS 2. Employee of the Quarter 2021 - Lizza Galindo -Rojas, Administrative Secretary. (Human Resources) PRESENTATIONS (FIVE-MINUTE TIME LIMIT) INTERVIEWS / APPOINTMENTS REGIONAL BOARDS AND COMMITTEE REPORTS (FIVE-MINUTE TIME LIMIT) CONSENT CALENDAR I. Motion of the City Council of the City of National City approving the waiving of the reading of the text of the Ordinances or Resolutions that are having a Public Hearing considered at this meeting and providing that such Ordinances or Resolutions shall be introduced and/or adopted after a reading of the title only. (City Clerk) 4. Resolution of the City Council of the City of National City authorizing the installation of 606 feet of "No Parking" signage on both sides of Paraiso Court to provide fire access and travel clearance for emergency response vehicles (TSC No. 2021-01). (Engineering/Public Works) 5. Resoiution of the uity Council or the uity of National city autnonzinq the installation of a blue curb disabled persons parking space with sign in front of the residence located at 32 "D" Avenue (TSC No. 2021-02). (Engineering/Public Works) 6. Resolution of the City Council of the City of National City finding APR Construction, Inc. in default of the contract for the Civic Center ADA Accessibility Project, CIP No. 19-45 for materially violating the contract 6 of 194 provisions by providing false information, consistent with Section 6.4.1 of the contract documents. (Engineering/Public Works) 7. Resolution of the City Council of the City of National City authorizing, 10 the City (Buyer) to utilize cooperative purchasing established through Sourcewell previously known as National Joint Powers Alliance (NJPA), consistent with Municipal Code Section 2.60.260 for cooperative purchasing, to purchase Tyler Technologies New World Computer Aided Dispatch (CAD) based on their member number 17730; and 2) the Mayor to execute the Agreement with Tyler Technologies to replace outdated current police department CAD, for a seven (7) year lease purchase agreement in the amount of $1,060,000. (Police) 8. Warrant Register #32 for the period of 2/03/21 through 2/09/21 in the amount of $2,455,294.45. (Finance) 9. Warrant Register #33 for the period of 2/10/21 through 2/16/21 in the amount of $261,842.17. (Finance) PUBLIC HEARINGS: ORDINANCES AND RESOLUTIONS NON CONSENT RESOLUTIONS 10. Resolution of the City Council of the City of National City authorizing various Fiscal Year 2021 mid -year budget adjustments. (Finance) NEW BUSINESS 11. City of National City comprehensive annual financial report (CAFR) and single audit report on federal awards for the fiscal year ended June 30, 2020 (Finance) B. COMMUNITY DEVELOPMENT COMMISSION - HOUSING AUTHORITY CONSENT RESOLUTIONS - HOUSING AUTHORITY PUBLIC HEARINGS: RESOLUTIONS - HOUSING AUTHORITY 12. Public Hearing No. 1 of 2 for the U.S Department of Housing and Urban Development (HUD) 2021-2022 Annual Action Plan and the allocation of 2021-2022 HUD entitlement grant funds, program income, and funds remaining from completed projects to Community Development Block Grant (CDBG) and HOME Investment Partnerships (HOME) Program activities proposed for 2021-2022 Annual Action Plan. (Housing Authority) NON CONSENT RESOLUTIONS - HOUSING AUTHORITY NEW BUSINESS - HOUSING AUTHORITY 7 of 194 C. REPORTS STAFF REPORTS 13. City Manager Report. (City Manager) MAYOR AND CITY COUNCIL CLOSED SESSION CLOSED SESSION REPORT ADJOURNMENT Regular Meeting of the City Council and Community Development Commission - Housing Authority of the City of National City - Tuesday - April 6, 2021 - 6:00 p.m. - Council Chambers - National City, California. 8 of 194 The following page(s) contain the backup material for Agenda Item: National City Celebrates Women's History Month. Please scroll down to view the backup material. 9 of 194 Item # 03/16/21 National City Celebrates Women's History Month 10 of 194 The following page(s) contain the backup material for Agenda Item: Employee of the Quarter 2021 - Lizza Galindo -Rojas, Administrative Secretary. (Human Resources) Please scroll down to view the backup material. 11 of 194 -• CALIFORNIA -- NATIONAL, CITY nay I V(ORPORAT Performance Recognition Award Nomination Form I nominate Lizza Galindo -Rojas, Administrative Secretary for the Performance Recognition Award for the following reasons: Please state reason why your nominee should receive an award, (i.e., examples of service beyond requirements of position, exemplary service to the public, outstanding job performance, etc). Do not to exceed 150 total words. Please be as specific as possible when giving your examples. It is my pleasure to share how Lizza Rojas consistently contributes to the effectiveness of our organization and beyond the requirements of her position. With 16 years of service this past November, Lizza demonstrates pride in her duties and her community. Lizza is a true ambassador for National City and embodies the 7 C's of our organization. As the Administrative Secretary of our fast -paced HR depai tment, Lizza remains enthusiastic and committed while meeting competing deadlines. An example of outstanding job performance by Lizza was a last minute change revising and resubmitting the HR staff report for the City Council agenda and the new MOU. Just like the energizer bunny, Lizza made a difficult task look easy, all while having fun and a smile on her face. If you were to ask Lizza where she works, she would say with "Team HR in the MLK building." But in reality, Lizza works and contributes everywhere! You may have first seen Lizza as a new employee or official when you received your city ID, or seen Lizza setting -up HR training materials in the Fire Station and the Police Station. Or you may even have seen Lizza in the Library or Public Works facility while performing department visits with Team HR. Combined with her outgoing personality and commitment to customer service, Lizza embodies the community and culture of National City. It is my honor to present to you Lizza Galindo -Rojas. FORWARD COMPLETED NOMINATION TO: National City Performance Recognition Program Human Resources Department Nominated by: Robert J. Meteau, Human Resources Director Signature: Date: 02/22/21 12 of 194 The following page(s) contain the backup material for Agenda Item: Motion of the City Council of the City of National City approving the waiving of the reading of the text of the Ordinances or Resolutions that are having a Public Hearing considered at this meeting and providing that such Ordinances or Resolutions shall be introduced and/or adopted after a reading of the title only. (City Clerk) Please scroll down to view the backup material. 13 of 194 Item # 03/16/21 MOTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY APPROVING THE WAIVING OF THE READING OF THE TEXT OF THE ORDINANCES OR RESOLUTIONS THAT ARE HAVING A PUBLIC HEARING CONSIDERED AT THIS MEETING AND PROVIDING THAT SUCH ORDINANCES OR RESOLUTIONS SHALL BE INTRODUCED AND/OR ADOPTED AFTER A READING OF THE TITLE ONLY. (City Clerk) 14 of 194 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing the installation of 606 feet of "No Parking" signage on both sides of Paraiso Court to provide fire access and travel clearance for emergency response vehicles (TSC No. 2021-01). (Engineering/Public Works) Please scroll down to view the backup material. 15 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City authorizing the installation of 606 feet of "No Parking" signage on both sides of Paraiso Court to provide fire access and travel clearance for emergency response vehicles (TSC No. 2021-01). PREPARED BY: Carla Hutchinson, Assistant Engineer - CivitCA , DEPARTMENT: E e ring/Public Works PHONE: 619-336-4388 APPROVED BY: EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. 1N/A 1 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt Resolution authorizing installation of 606 feet of "No Parking" signage on both sides of Paraiso Court to provide fire access & travel clearance for emergency response vehicles. BOARD / COMMISSION RECOMMENDATION: At their meeting on February 10, 2021, the Traffic Safety Committee approved staff's recommendation to install "No Parking" signage on both sides of Paraiso Court. ATTACHMENTS: 1. Explanation w/ Exhibit 2. Staff Report to the Traffic Safety Committee on February 10, 2021 (TSC No. 2021-01) 3. Resolution 16 of 194 EXPLANATION The City's Parking Enforcement Division has requested the installation of "No Parking" signs on both sides of Paraiso Court. Parking Enforcement staff expressed concerns that Paraiso Court is too narrow and that vehicles park on both sides of the street, which does not allow access for emergency response vehicles. Parking Enforcement proposed the installation of a "No Parking" signage, which would enhance access and travel clearance for emergency response vehicles, on Paraiso Court. Staff visited site. Paraiso Court is located in a residential area between Norton Avenue and Palm Avenue and is a 2-lane local roadway with unrestricted parallel parking on both sides of the street. Staff took measurements on Paraiso Court and confirmed that this street is 20 feet wide. California's 2019 Fire Code, Chapter 5, Section 503.1.1 states: "The required width of emergency fire apparatus access roads shall not be obstructed in any manner, including parking of vehicles. All access roads shall be no less than 20 feet wide..." Staff observed that when vehicles are parked on both sides of Paraiso Court, the travel way narrows to 12 feet or less. Therefore, parking must be restricted on both sides of the street to ensure compliance with the California Fire Code. Staff recommends the installation of "No Parking" signage on both sides of Paraiso Court. Staff sent notices to area property owners and tenants, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. This item was presented to the Traffic Safety Committee on February 10, 2021. Staff presented the results of the site evaluation and after discussion, the Traffic Safety Committee voted to approve staffs recommendation to install "No Parking" signage on both sides of Paraiso Court to provide fire access & travel clearance for emergency response vehicles. If approved by City Council, all work will be performed by City Public Works. 17 of 194 Location Map with Recommended Enhancements (TSC Item: 2021-01) 606' of proposed "No Parking" signs to provide access & travel clearance for emergency response vehicles Existing entrance to carport parking . „weir Paraisso Cou 20' width of street ITEM TITLE: NATIONAL CITY TRAFFIC SAFETY COMMITTEE AGENDA REPORT FOR FEBRUARY 10, 2021 1 REQUEST TO INSTALL 606 FEET OF "NO PARKING" SIGNAGE ON BOTH SIDES OF PARAISO COURT TO PROVIDE FIRE ACCESS & TRAVEL CLEARANCE FOR EMERGENCY RESPONSE VEHICLES. PREPARED BY: Carla Hutchinson, Assistant Engineer - Civil Engineering & Public Works Department DISCUSSION: The City's Parking Enforcement Division has requested the installation of "No Parking" signs on both sides of Paraiso Court. Parking Enforcement staff expressed concerns that Paraiso Court is too narrow and that vehicles park on both sides of the street, which does not allow access for emergency response vehicles. Parking Enforcement proposed the installation of a "No Parking" signage, which would enhance access and travel clearance for emergency response vehicles, on Paraiso Court. Staff visited site. Paraiso Court is located in a residential area between Norton Avenue and Palm Avenue and is a 2-lane local roadway with unrestricted parallel parking on both sides of the street. Staff took measurements on Paraiso Court and confirmed that this street is 20 feet wide. California's 2019 Fire Code, Chapter 5, Section 503.1.1 states: "The required width of emergency fire apparatus access roads shall not be obstructed in any manner, including parking of vehicles. All access roads shall be no less than 20 feet wide..." Staff observed that when vehicles are parked on both sides of Paraiso Court, the travel way narrows to 12 feet or less. Therefore, parking must be restricted on both sides of the street to ensure compliance with the California Fire Code. Staff recommends the installation of "No Parking" signage on both sides of Paraiso Court. Staff sent notices to area property owners and tenants, inviting them to attend the Traffic Safety Committee Meeting and/or contact staff with any questions. STAFF RECOMMENDATION: Based on the evaluation of existing conditions, staff recommends the installation of 606 feet of "No Parking" signage on both sides of Paraiso Court to provide access and travel clearance for emergency response vehicles. If approved by City Council, all work will be performed by City Public Works. EXHIBITS: 1. Public Request 2. Public Notice 3. Location Map 4. Photos 2021-01 19 of 194 Carla Hutchinson Ink From: Sent: To: Subject: Attachments: Tirza Gonzales on behalf of Engineering Monday, June 15, 2020 2:22 PM Carla Hutchinson; Luca Zappiello FW: 14001311( Paraiso Ct. 20200612...080524 jpg; 20200612_080607jpg; 20200612 080731 jpg Follow Up Flag: Follow up Flag Status: Completed Please see below. Code Enforcement officer reporting street is potentially too narrow for emergency vehicles. Ti rza Gonzales Management Analyst II City of National City EngineerIng & Public Works Department 1243 National City Blvd. National City, CA 91950 "Office: (619) 336-4380 Direct: (619j 336-4318 Fax: (619)336-4397 Email: tgomales @nation alcitvca.gov The Clty of National City is open Monday through Thursday from 7:00 a.m. —6:00 p.m.; Offices are closed an Fridays. For more information, please visit www.nationalcItyca.go}!. For more Information regarding Capital Projects, please visit www,nationalcitvorniects.co . From: Dionisia Trejo Sent: Monday, June 15, 2020 10:20 AM To: Engineering <Engineering@nationalcityca.gov> Subject: FW:1400BIk Paraiso Ct. FYI From: Lena Propps Sent: Friday, June 12, 2020 8:51 AM To: Dionisia Trejo <DTreiojnationalcityca.gov> Cc: Joe Olson <lolson@3nationalcityca,,gov>; Armando Vergara </ errara@nationalcityca.gov>; Alfredo Cabal <acabaignatlonalcityca.gov>; Luz Quezada<IctuezadagcOnatlonalcltyca.gov> Subject:1400Blk Paraiso Ct. Dio, 1 20 of 194 Unfortunately there is nothing l can legally do regarding vehicles parking on both sides of the street. This , would be an engineering issue, for them to evaluate. I have enclosed some photos to show how difficult It would be for a fire truck to get through to the homes in the back, or to dump trash cans. Please forward this email to engineering. Thanks Lena Sent from my Verizon, Samsung Galaxy smartphone Get Outlook for Andj id From: Dionisia Trejo <DTrelo@nationals ca gov> Sent: Thursday, June 11, 2020 7:14:03 AM To: Lena Propps <Ioro os@lnationalcitvca.Kov> Cc: Joe Olson <lolson@nationalcitvca.gov>; Armando Vergara <AVer ara nationalcl ca. ov>; Alfredo Cabal <acabaIaDnationalcityca.gov>; Luz Quezada <guezada(7a nationaicityca.gov> Subject: MAIN LINE VM Paraiso Ct. off of Norton Avenue People park on both sides of street Trash truck was not able to get In and left. A fire truck will not be able to get thru if needed. 6/10 @ 8:50 am 2 21 of 194 '; • Zk 'Cr: • 4;.)" -.. '2-77 . -"V • : '• •.• -, • . - • , 4 , •?. r . . , iF1 ••- .,•• • • . • nr: s. st • f 41, • . . • 7 k: 7 • .7 • February 3, 2021 Resident/Property Owner CALIFORNIA -- NATIONAL Cfly XBC� O A. is Subject: TRAFFIC SAFETY COMMITTEE (TSC) ITEM NO. 2021-01 REQUEST TO INSTALL "NO PARKING" SIGNS ON BOTH SIDES OF PARAISO COURT TO PROVIDE FIRE ACCESS & TRAVEL CLEARANCE FOR EMERGENCY RESPONSE VEHICLES. Dear Sir/Madame: The City of National City would like to invite you to our next public Traffic Safety Committee Conference CaII scheduled for Wednesday, February 10, 2021, at 1:00 P.M. via Zoom. Please use the following information to call -in to the meeting during the scheduled time: Join Zoom Meeting from computer https://zoom.us/i/92648548029?pwd=TERNMXRmQTFibHJhaThXNVUvUzV6QT09 Join Zoom Meeting by phone +1 669-900-9128 Meeting ID: 926 4854 8029 Passcode: 816340 If you have any questions, comments, and/or concerns, please contact the Engineering Department at 619-336-4380 and reference Traffic Safety Committee Item Number 2021-01. Sincerely, Roberto Yano, P.E. City Engineer/Director of Public Works RY:ch Enclosure: Location Map 2021-01 1234 National City Boulevard, National City, CA 91950-6530 (619) 336-4380 Fax (619) 336-4397 engineering@nationalcityca.gov 23 of 194 Location Map with Recommended Enhancements (TSC Item: 2021-01) 606' of proposed "No Parking" signs to provide access & travel clearance for emergency response vehicles Existing entrance to carport parking Paraiso Cou , 20' width of street Location of proposed "No Parking" signs on both sides of Paraiso Court (looking east) Location of proposed "No Parking" signs on both sides of Paraiso Court (looking east) 25 of 194 Location of proposed "No Parking" signs on both sides of Paraiso Court (looking south) Location of proposed "No Parking" signs on both sides of Paraiso Court (looking north) 26 of 194 Location of proposed "No Parking" signs on both sides of Paraiso Court (looking west) 27 of 194 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing the installation of a blue curb disabled persons parking space with sign in front of the residence located at 32 "D" Avenue (TSC No. 2021-02). (Engineering/Public Works) Please scroll down to view the backup material. 28 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City authorizing the installation of a blue curb disabled persons parking space with sign in front of the residence located at 32 "D" Avenue (TSC No. 2021-02). PREPARED BY: Carla Hutchinson, Assistant Engineer - Civil , DEPARTMENT: E PHONE: 619-336-4388 APPROVED BY: EXPLANATION: See attached. blic Works FINANCIAL STATEMENT: ACCOUNT NO. 'N/A ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt Resolution authorizing installation of a blue curb disabled persons parking space with sign in front of the residence located at 32 "D" Avenue. BOARD / COMMISSION RECOMMENDATION: At their meeting on February 10, 2021, the Traffic Safety Committee approved staff's recommendation to install a blue curb disabled persons parking space with sign in front of the residence located at 32 "D" Avenue. ATTACHMENTS: 1. Explanation w/ Exhibit 2. Staff Report to the Traffic Safety Committee on February 10, 2021 (TSC No. 2021-02) 3. Resolution Za or 1 &44 EXPLANATION Mrs. Erica Pace, resident of 32 "D" Avenue, has requested a blue curb disabled persons parking space in front of her residence. The resident possesses a valid disabled persons placard from the California Department of Motor Vehicles. Mrs. Pace stated that it is difficult for her to find parking in front of her property due to the high demand of parking in the area and that a disabled persons parking space in front of her house would provide easier access to the house. Staff visited the site and observed that Mrs. Pace's residence has a driveway entrance and a garage. With her permission and supervision, staff measured the driveway and garage. The driveway is 18 feet long by 18 feet wide with a slope of approximately 8%. The garage is 16 feet long by 10 feet wide with negligible slope. In order to accommodate a vehicle with a disabled driver or passenger, the slope must be 2% or less. The minimum dimensions for a garage or driveway to accommodate a vehicle with a disabled driver or passenger is 20 feet long by 12 feet wide. These two conditions are not met since the dimensions of the garage and driveway do not meet the minimum parking requirements for disabled persons. In addition, the maximum slope condition is not met since the slope of the driveway exceeds 2%. The City Council has adopted a policy which is used to evaluate requests for disabled persons parking spaces. The City Council Disabled Persons Parking Policy requirements for "Special Hardship" cases are as follows: 1. Applicant (or guardian) must be in possession of valid license plates or placard for "disabled persons" or "disabled veterans". This condition is met. 2. The proposed disabled parking space must be in front (or side if on a corner lot) of the applicant's (or guardian's) place of residence. This condition is met. 3. The residence must not have useable off-street parking available or an off-street space available that may be converted into disabled parking. This condition is met. This item was presented to the Traffic Safety Committee on February 10, 2021. Staff presented the results of the site evaluation and after discussion, the Traffic Safety Committee voted to approve staff's recommendation to install a blue curb disabled persons parking space with sign, since all three conditions of the City Council Disabled Persons Parking Policy for "Special Hardship" cases are met. The applicant was informed that handicap parking spaces do not constitute "personal reserved parking" and that any person with valid "disabled persons" license plates or placards may park in handicap spaces. If approved by City Council, all work will be performed by City Public Works 30 of 194 Location Map with Recommended Enhancements (TSC Item: 2021-02) 1 PARKING ONLY R99 (CA) Proposed blue curb disabled persons parking space (C1' • X • 4( 32 "D" Avenue t OSP0450 • ' '4"61,1:;:•Z 2 NATIONAL CITY TRAFFIC SAFETY COMMITTEE AGENDA REPORT FOR FEBRUARY 10, 2021 ITEM TITLE: REQUEST FOR INSTALLATION OF A BLUE CURB DISABLED PERSONS PARKING SPACE WITH SIGNAGE IN FRONT OF THE RESIDENCE AT 32 "D" AVENUE PREPARED BY: Carla Hutchinson, Assistant Engineer — Civil Engineering & Public Works Department DISCUSSION: Mrs. Erica Pace, resident of 32 "D" Avenue, has requested a blue curb disabled persons parking space in front of her residence. The resident possesses a valid disabled persons placard from the California Department of Motor Vehicles. Mrs. Pace stated that it is difficult for her to find parking in front of her property due to the high demand of parking in the area and that a disabled persons parking space in front of her house would provide easier access to the house. Staff visited the site and observed that Mrs. Pace's residence has a driveway entrance and a garage. With her permission and supervision, staff measured the driveway and garage. The driveway is 18 feet long by 18 feet wide with a slope of approximately 8%. The garage is 16 feet long by 10 feet wide with negligible slope. In order to accommodate a vehicle with a disabled driver or passenger, the slope must be 2% or less. The minimum dimensions for a garage or driveway to accommodate a vehicle with a disabled driver or passenger is 20 feet long by 12 feet wide. These two conditions are not met since the dimensions of the garage and driveway do not meet the minimum parking requirements for disabled persons. In addition, the maximum slope condition is not met since the slope of the driveway exceeds 2%. The City Council has adopted a policy which is used to evaluate requests for disabled persons parking spaces. The City Council Disabled Persons Parking Policy requirements for "Special Hardship" cases are as follows: 1. Applicant (or guardian) must be in possession of valid license plates or placard for "disabled persons" or "disabled veterans". This condition is met. 2. The proposed disabled parking space must be in front (or side if on a corner lot) of the applicant's (or guardian's) place of residence. This condition is met. 3. The residence must not have useable off-street parking available or an off-street space available that may be converted into disabled parking. This condition is met. It shall be noted that disabled persons parking spaces do not constitute "personal reserved parking" and that any person with valid "disabled persons" license plates or placards may park in handicap spaces. 32 of 194 STAFF RECOMMENDATION: Since all three conditions of the City Council Disabled Persons Parking Policy for "Special Hardship" cases are met, staff recommends the installation of a blue curb disabled persons parking space with signage in front of the residence at 32 "D Avenue. EXHIBITS: 1. Public Request Form 2. Public Notice 3. Location Map 4. Photos 5. City Council Disabled Persons Parking Policy 2021-02 33 of 194 RECEIVED ENG & PWIIARSTF FOR BWE CURB DISABLED PERSONS PARKING SPACE N /0 MY 32 PAgS� 12.: q NAME [[ OF IS BLEDPc5RaiNt1� a wag O� REPRESE,NTATIVE FOR DISABLED PERSON (if different from above): ADDRESS: 3, D EMAIL: PHONE NUMBER: Please answer the following questions, which will assist Engineering staff, the Traffic Safety. Committee, and your City Council in determining if you arelqualified to have a blue curb disabled persons parking space placed In front of your residence. P ease be informed that all blue curb parking spaces are considered public parking. Therefore, any regisered vehicle In possession of a disabled persons placard or license plate is legally allowed to park in the blue curb space for up to 72 continuous hours. 1) Do you possess a valid disabled person's placard issued by the California Department of Motor Vehicles (DMV)? OYES El NO if YES, please include a copy of the placard, which contains your name, address, placard number, and expiration date. 2) Does your residence have a garage? If YES, is the garage large enough to park a vehicle (minimum of 20' x 12') 3) Dces your residence have a driveway? [YES LINO OYES nNO if YES, a) Is the driveway large enough to park a vehicle? JLIYEc_ NO (minimum of 20' x 12') b) Is the driveway level? []YES c) is the driveway sloped/inclined? DYES 4) Please write any additional comments here (optional). NO NO NO 34 of 194 February 3, 2021 Resident/Property Owner CALIFORNFA A I ON. L CITY 3;j: •� .. rNCORPOKnlED Subject: TRAFFIC SAFETY COMMITTEE (TSC) ITEM NO. 2021-02 REQUEST TO INSTALL BLUE CURB DISABLED PERSONS PARKING SPACE WITH SIGNAGE IN FRONT OF THE RESIDENCE LOCATED AT 32 "D" AVENUE. Dear Sir/Madame: The City of National City would like to invite you to our next public Traffic Safety Committee Conference CaII scheduled for Wednesday, February 10, 2021, at 1:00 P.M. via Zoom. Please use the following information to call -in to the meeting during the scheduled time: Join Zoom Meeting from computer https://zoom.us/j/92648548029?pwd=TERNMXRmQTFjbHJhaThXNVUvUzV6QT09 Join Zoom Meeting by phone +1 669-900-9128 Meeting ID: 926 4854 8029 Passcode: 816340 If you have any questions, comments, and/or concerns, please contact the Engineering Department at 619-336-4380 and reference Traffic Safety Committee Item Number 2021-02. Sincerely, Roberto Yano, P.E. City Engineer/Director of Public Works RY:ch Enclosure: Location Map 2021-02 1234 National City Boulevard, National City, CA 91950-6530 (619) 336-4380 Fax (619) 336-4397 engineering©nationalcityca.gov 35 of 194 Location Map with Recommended Enhancements (TSC Item: 2021-02) Location of proposed blue curb disabled persons parking space in front of 32 "D" Avenue (looking west) Location of proposed blue curb disabled persons parking space in front of 32 "D" Avenue (looking north) 37 of 194 DISABLED PERSONS PARKING POLICY The purpose of a disabled persons parking zone is to provide designated parking spaces at major points of assembly for the exclusive use of physically disabled persons whose vehicle displays a distinguishing license plate as authorized by the California Department of Motor Vehicles. The City Council may upon recommendation of the City Engineer, designate specially marked and posted on -street parking spaces for disabled persons pursuant to California Vehicle Code 21101, et seq. at the following facilities: 1. Government buildings serving the public such as administration buildings, public employment offices, public libraries, police stations, etc. 2. Hospitals and convalescent homes with more than 75-bed capacity. 3. Medical facilities and doctors' offices staffed by a maximum of five practitioners. Zones shall be located to serve a maximum number of facilities on one block. 4. Community service facilities such as senior citizens service centers, etc. 5. Accredited vocational training and educational facilities where no off- street parking is provided for disabled persons. 6. Employment offices for major enterprises employing more than 200 persons. 7. Public recreational facilities including municipal swimming pools, recreation halls, museums, etc. 8. Public theaters, auditoriums, meeting halls, arenas, stadiums with more than 300 seating capacity. 9. Other places of assembly such as schools and churches. 10. Commercial and/or office building(s) with an aggregate of more than 50,000 square feet of usable floor space. Zone shall be located to serve a maximum number of facilities on one block 11. Hotels catering to daily guests, maintaining a ground floor lobby and a switchboard that is operated 24 hours per day. 38 of 194 12. A hotel or apartment house catering to weekly or monthly guests and containing more than 30 separate living units. In addition, disabled persons parking spaces may be provided within all publicly owned, leased or controlled off-street parking facilities as specified in the General Requirements. General Requirements Each disabled persons parking space shall be indicated by blue paint and a sign (white on blue) showing the international symbol of accessibility (a profile view of a wheelchair with occupant). Where installed under the above criteria the total number of disabled persons curb parking spaces will be limited to 3% of the total number of on -street parking spaces available in the area and shall be distributed uniformly within the area. Disabled persons parking will not be installed at locations with a full-time parking prohibition. When a disabled persons parking zone is installed where a part-time parking prohibition is in effect, the disabled persons parking zone will have the same time restrictions as the part-time parking prohibition. The cost of installing disabled persons parking will be assumed by the City on public streets and public off-street parking facilities. In establishing on -street parking facilities for the disabled there shall be a. reasonable determination made that the need is of an on -going nature. The intent is to prevent the proliferation of special parking stalls that may be installed for a short-term purpose but later are seldom used. Unjustified installation of such parking stalls unnecessarily increases the City's maintenance and operations costs, reduce available on - street parking for the general public, and detract from the overall effectiveness of the disabled persons parking program. Special Hardship Cases It is not the intention of the City to provide personal reserved parking on the public right jof wiy, especially in residential areas. However, exceptions may be made, in special hardship cases, provided all of the following conditions exists: (1) Applicant (or guardian) must be in possession of valid license plates for "disabled persons" or "disabled veterans." (2) The proposed disabled parking space must be in front of the applicant's (or guardian's) place of residence. 39 of 194 (3) Subject residence must not have useable off-street parking available or off-street space available that may be converted into disabled parking. NOTE:It must be emphasized that such parking spaces do not constitute "personal reserved parking" and that any person with valid "disabled persons" Iicense plates may park in the above stalls. Jha:p 40 of 194 TYPE: DOB: $t:FF.Oiial BURRO DEPARTMENT OF MOTOR VEHICLES DISABLED PERSON PLACARD IDENTIFICATION CARD/RECEIPT mwrke4FGFd10,0F; yak A Public Service Agerloy This Identification card or facsimile copy is to be carried by the placard owner. Present it to any peace officer upon demand, Immediately notify DMV by mail of any change of address. When parking, hang the placard from the rear view mirror, remove it from the mirror when driving. When your placard is properly displayed, you may park in or on:- Disabled person parking spaces (blue zones) *Street metered zones without paying, I Green zones without restrictions to time limits. Streets where preferential parking privileges are given to PACE ERICA 81 • ants and merchants. 52 D All r j �,y'..,.: w 6 You May not park in or an: I White or Tow Away Zones. NATIONA . CITY CA 91950 ;'Kt -: arked spaces next to disabled person s. It is considered misuse to: TV: ISSUED TO Purchase of fuel rfi too Business & Professions Code 13660 :�+ �: placard to anyone, including family members. requiresT tie " State law service stations to refuel a s a misdemeanor (section 4461VC) and can ���. disabled persons vehicle at self-service rates result in cancellation or revocation of the placard, Toss except self-service facilities with only one cashier. of parking privileges, and/or fines. CO: PLACARD NUMBER: EXPIRES: O6/30/2021 DATE ISSUED: and unless the disabled owner is being icard which has been cancelled or revoked. 034 APP000 RevI4l1 41 of 194 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City finding APR Construction, Inc. in default of the contract for the Civic Center ADA Accessibility Project, CIP No. 19-45 for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. (Engineering/Public Works) Please scroll down to view the backup material. 42 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO. ITEM TITLE: Resolution of the City Council of the City of National City finding APR Construction, Inc. in default of the contract for the Civic Center ADA Accessibility Project, CIP No. 19-45 for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. PREPARED BY: Roberto Yano, Director of Public Works/City Engineer DEPARTMENT: Engimg/Public Works PHONE: 619-336-4383 APPROVED BY: EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. N/A ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: APPROVED: Finance MIS STAFF RECOMMENDATION: Adopt Resolution finding APR Construction, Inc. in default of the contract for the Civic Center ADA Accessibility Project, CIP No. 19-45 for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Resolution 2021-10 3. February 16, 2021 Agenda Statement and Explanation 4. Resolution 43 of 1941 EXPLANATION On February 16, 2021 City Council adopted Resolution 2021-10 which found APR Construction, Inc. in default of the Contract for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. One public comment (see attached) in regards to this item was inadvertently missed at this meeting, therefore staff is returning the item to ensure all public comments submitted be heard, and request that City Council revote. Staff continues to recommends that the City Council of the City of National City find APR Construction, Inc. in default of the Contract for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents Based on the action taken on February 16, 2021, staff has issued a written Notice of Termination for Default to the Contractor and its Surety to terminate the Contractor's right to perform under the Contract, and is coordinating with Surety to assume all rights, obligations, and liabilities of the Contractor under the Contract. If City Council adopts resolution, then pursuant to our Contract, within 15 Working Days of receipt of the second written notice of termination for default, the Surety shall submit to the City a written plan detailing the course of action it intends to take to remedy the default. The City will review the plan and notify the Surety if the plan is satisfactory. If the Surety fails to submit a satisfactory plan, or if the Surety fails to maintain progress according to the plan accepted by the City, the City may, upon 48 hours written notice, exclude the Surety from the premises, take possession of all material and equipment, and complete the Work in any way the City deems to be expedient. The cost of completing the Work by the City shall be charged against the Surety and may be deducted from any monies due, or which would become due, the Surety. If the amounts due under the Contract are insufficient for completion, the Surety shall pay to the City, within 30 days after the City submits an invoice, all costs in excess of the remaining Contract Price. Staff will work with the Surety to identify a contractor to diligently prosecute the work to completion, per the original intent of the Contract. Once a contractor is determined, staff will return to City Council to enter into a construction contract for the project. In an effort to prevent a similar scenario from occurring, a standalone email address has been created for the submittal of public comments. The email address is publiccomment a@nationalcityca.gov. 44 of 194 • THE LAW OFFICE OF Irrii3DR. VIDA TARASSOLY February 16, 2021 The City Council City of National City 695 Town Center Drive, suite 700 Costa Mesa, Ca 92626 Telephone (949) 799-2010 Facsimile (714) 573-0082 URL: www.tarassolylaw.com Re: Opposition to Engineering/ Public Works Decision to Terminate Contract with APR Construction Inc. Dear Council Members: I am an attorney representing APR Construction Inc. ("APR"), and this letter is APR's opposition to the recommendation made by the Engineering/Public Works Department of the City of Notional City ("City") to terminate the contract between the City and APR for the construction services for the Civic Center ADA Accessibility Project ("Project"). Based on competitive bidding, the City awarded this contract to APR. On November 10, 2020, City sent a Notice to Cure to APR Construction Inc. (APR) requesting clarification of certain information previously provided by APR in the Contractor's Responsibility Questionnaire. The concerns stated in the Notice of Cure were primarily surrounding a few issues. On November 16, 2020, I responded to the Notice to Cure (APR's Response") and provided additional detailed information to clarify the City's concern. On December 8, 2020, the City attorney's office sent a response to APR's Response (City's Response") notifying that the Engineering/Public Works Department would proceed with making a recommendation to the to the City Counsel that APR be found in Default and terminate the contract. In the City's Response, the City attorney, Mr. Charles Bell, expressed continual concerns about only one of the concerns previously raised in the City's Notice to Cure., mainly whether APR had ever had a bond called to finish any project in the past 7 years? 45 of 194 In the City's Response, Mr. Bell did not refer in any way to the other questions raised in the Notice to cure to which we provided explanations in the APR's Response. This leads us to believe that APR's Response to the other concerns raised in the Notice to Cure were sufficient to address the City's concerns. Therefore, we focus our discussions in this letter to the one remaining concern discussed in the City's Response of December 8, 2020. In APR's Response to the Notice to Cure, we provided the following response: "In 2015, APR was unjustifiably terminated by the City of San Diego, and the City of San Diego collected on APR's performance bond. APR sued the City of San Diego. The City of San Diego was found to have breached its contract and ordered by the court to pay APR damages. Currently, the termination for default has been reversed, and the bond company has brought an action against the City of San Diego to recover on the funds the City had received. It appears that the same attorney, Mr. Charles E. Bell, who represented the City of San Diego in the case brought against it by APR, is now the city attorney for National City; therefore, he can attest to the assertions made. The point made here is that it is wrong for National City to base its determination of the responsibility of APR simply on whether APR's bond was called by the City of San Diego. Such a conclusion would not provide a fair assessment of APR's responsibleness. Mr. Bell may have even informed National City of the City of San Diego lawsuit before APR's selection as the bid winner." In the City's Response, Mr. Bell countered that "without documentation or court findings, APR relies solely upon its own conclusory opinion regarding the bond collections validity and the City of San Diego's contract termination. This is evidenced by the simple fact that there is active litigation involving these issues. Thus, there has not been any finding as to the unlawfulness or wrongful termination." Mr. Bell is incorrect that the present legal authority does not support APR's assertion in the matter. Attached, please find the court's ruling in the matter of APR. v. City of San Diego (Exhibit A). The court ruling was in favor of APR which found the City of San Diego in default of the contract. APR's reliance on this case was not so much to demonstrate that the bond company should prevail in its ongoing lawsuit against the City for disgorgement of the 46 of 194 paid funds. It was more the demonstrate that a City may claim that the contractor breached the agreement, may collect on the bond, and may be found buy the court's to have been in breach of that contract and end up paying damages to the contractor. This was the case with the City of San Diego when it collected on APR's bond. We utilized these facts to demonstrate that a simple collection of bonds by an obligee is not an indication of whether the contractor/principal was in default of the contract it had with the obligee, as evidenced by the lawsuit between APR and the City of San Diego. Our assertions were to demonstrate that it is possible, as happened with the City of San Diego, that the City of San Diego/oblige collected on APR's bond even when it was in default of the Agreement with APR. The court ruling (Exhibit A) supports our assertion. The simple fact that a bond has been collected against a contractor does not support the conclusion that the contractor was irresponsible or in default. The ongoing case Mr. Bell refers to is the action against the City of San Diego brough by the bond company, which is now in realization of its mistaken payment to the City of San Diego and is demanding that the City of San Diego disgorges the bond money it unjustifiably received from the bond Company. The court's decision of whether the bond company is now entitled to receive that money back from the City of San Diego has no reflection on the court's prior ruling that the City of San Diego was in default of the agreement with APR. Additionally, Mr. Bell was the attorney representing the City of San Diego in the lawsuit APR brough against the City of San Diego. He is well aware of the court's ruling against his client at the time. He is aware that the City of San Diego collected on APR's bond under the claim that APR defaulted the agreement between them, and he is aware that the court found that in fact it was the City of San Diego which was in default and not APR. It is inappropriate for him to pretend that after the court ruling there is still a question whether the City of San Diego was not right in its claim of contract default against APR. Furthermore, Mr. Bell who is currently the City of National City's Attorney, was the counsel for the City of San Diego in the aforementioned case. Even prior to the time that Coty awarded the contract for the Project to APR, Mr. Bell was well aware, and therefore the City was well aware that the City of San Diego, though later found by courts in default of the agreement, had collected on APR's bond. If there was a question or concern about this issue, 47 of 194 the City should have brought it up before to the award of the contract, not after. The only difference is that before, the City would not even have a claim against APR's performance bond. But after, the City is alleging entitlement to collection on the bond. APR refuses to submit to the collection of its bond based on such premeditated schemes. As such, APR has informed its Surety of all the details relating to the City's claim against APR's performance bond and has requested that its Surety refrains from paying the City's claim. Additionally, The City is attempting to terminate APR even before the City has issued a Notice to Proceed. No construction activity has taken place on the project, yet the City has prematurely submitted a claim to APR's surety. While sureties perform diligent investigations of the construction activities before making a decision whether to pay or not pay the bond, in this case, there is no construction activity to inspect. There is only a legal dispute as to whether City's concerns of prior lawsuits or collection on the bond are even material enough to be considered as default. Short of investigating the actual construction deficiencies and defects, the bond company is not in a position to make judicial determination on legal disputes. In further arguments, in the City's Response, Mr. Bell relies on the following paragraph on the Post Bid Package quotes it "...the city may find you in substantial breach of the contract, or potentially not award you future projects if the city discovers any false information after the contract was awarded. If the city discovers false information at any time, the city may terminate the contract at its own discretion, and you will be responsible for all associated costs to the City for any substantial breach of the contract." Mr. Bell states APR's Response fails to provide any legal authority to support APR's assertion that its responses to the Post Bid Questionnaire were justifiable. That is not correct. Our legal argument was one of logic. In APR's Response we argued that the response to whether a contractor's bond was collected on, is not a basis for substantial breach of contract. The Post Bid Questionnaire package (quoted above) states that "the City may find you in substantial breach of contract". The interpretation is that there are occasions that the City may not find a contractor in substantial breach of contract. In APR's response, we argued that the fact that an obligee may have collected on the contractor's bond (and in this case without merit) is not considered a substantial breach. According to Black Law Dictionary, a substantial contract is defined as "A 48 of 194 serious and significant breach of contract or failure to perform an important and essential contractual obligation whereby the purpose, value and benefit of the contract is frustrated or lost." In APR's Response, we expressed our position that whether a bond has been collected on does not in any way reflect on whether APR failed to provide an essential contractual obligation. We argued that under the present conditions, APR has done nothing which has caused the value of and benefit of the contract to be frustrated or lost. We argued that such collection of bond has no reflection on APR's responsibility or capability to complete this Project. After all, APR has provided an independent sufficient bond for the performance of this Project. We argued that the issue of prior bond is not a material fact to prove that APR has failed or will potentially fail to perform any essential contractual obligations for the performance of its contract with the City. We shall argue the same in a court of law if necessary. As it stands, APR is ready and willing to perform its duties on the Project. Based on the justifying explanations provided, APR believes that any termination of the contract by the City is not justifiable. APR opposes the City's attempt to collect on its bond and has notified its Surety of its opposition and requested that no payments would be made to the City on its claim. Sincerely, Vida Tarassoly, Ph.D., P.E., S.E. Attorney at Law 49 of 194 EXHIBIT A 50 of 194 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 .17 18 19 20 21 22 23 24 25 26 27 28 FILED CIKrk o14ht 5vpirrar Coup OCT 0 2 2018 By:1, QUIRIARTE:, Deputy SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN DIEGO CENTRAL DIVISION APR CONSTRUCTION, INC., P1aintif£, VS. CITY OF SAN DIEGO; and DOES 1 through 25, . . Defendants. Case No.; 37-2016-00045697-CU BC-CTL (Con. 37-201 7--00019936-CU-BC-CfL) ESeeenelMememiliii-Itmetteeedi JUDGMENT [IMAGED] Judge: Department: Complaint Filed: Trial Date: Hon. Ronald L. Styn C-74 December 29, 2016 August 23, 2018 TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD BERM This case came on for trial on August 23, 2018 in Department C-74 ofthe Central District ofthe San Diego County Superior Court, the Honorable Ronald L. Styn presiding. PlaintifflCros s- Defendant APR CONSTRUCTION, INC. appearing by Todd E. Verbick, Esq. and Dena M. Gappy, Esq. of Gappy & Verbick LLP; and Defendant/Cross-Complainant CITY Y OF SAN DIEGO appearing by Charles E. Bell, Jr., Esq. and fo n Taylor, Esq. of the Office of the City Attorney, A jury of twelve (12) persons was regularly impaneled and sworn/acknowledged and agreed to try the causes. Witnesses were swom and testified. After hearing the evidence and arguments of counsel, the jury was duly instructed by the Court and the causes were submitted to 1 .irrn(MRNT 51 of 194 1 2 3 4 5 6 8 9 10 11 12 13 14 15 16 17 1.8 19 20. 21 22 23 24 25 26 27 28 the jury with directions to return a special verdict on specific issues. The jury deliberated and thereafter returned to the coiuf with its special verdict on those Issues submitted to the jury and the answers given thereto by the jury, which verdict was in words and figures as follows, to wit: SPECIAL VERDICT FORM— PLAINTIFF APR CONSTRUCTION, INC.'S_FIRST CAUSE OF ACTION FOR BREACH OF CONTRACT Question No. 1: Did APR Construction and City of San Diego enter into a contract for the Central Avenue Mani Park Phase 1 and Phase 2 Project? Answer: Yes, If your answer to Question 1 is "Yes", proceed to Question 2. If your answer to Question 1 is'"No", stop here, answer no further questions, and have the presiding juror sign and date this form. Question No. 2: • Did City of San Diego breach the contract with APR Construction for the Central Avenue Mini Park Phase 1 and Phase 2 Project? Answer: Yes. If your answer to Question 2 is "Yes", proceed to Question 3, If your answer to Question.2 is "No", stop here, answer no further questions, and have the presiding juror sign and date this form, Question No. 31 If City of San Diego breached the contract with APR Construction did such breach cause APR Construction damage? Answer: Yes, If your answer to Question 3 is "Yes", proceed to Question 4. If your answer'to Question 3 is "No", stop here, answer no further questions, and have the presiding juror sign and date this form, Question No. 4: ' What are APR Construction's damages for Breach of 111 Contract? Answer: $96,000.00 for unpaid work, and $106,000 for lost profits, fora total of $202,000,00, 2 .nmGWrnrrr 52 of 194 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 pPECIAL VERDICT FORM- PLAINTIFF APR CONSTRUCTYON, INC'S SECOND CAUSE OF ACTION FOR BREACH OF_ZNIPLIED COVENAIn OF GOOD FAITH AND FAIR DEALING Question No. 1: Did APR Construction and City of San Diego enter into a contract for the Central Avenue Mini Park Phase 1 and Phase 2 Project? Answer: Yes. If your answer to Question 1 is "Yes", proceed to Question 2. If your answer to Question 1 is "No", stop here, answer no further questions, and have the presiding juror sign and date this form, Question No. 2: Did APR Construction do all, or substantially all, of the significant things that the contract required it to do for the Central Avenue Mini Park Phase 1 and Phase 2 Project? Answer: No. Supplement to Question No. 2 — Added by the Court at the Time of Verdict and Re -Deliberated by the Jury: Did APR Construction not do what the contract required due to actions of the City? Answer: Yes. If your answer to Question 2 is "Yes", proceed to Question 3. If your answer to Question 2 is "No", stop here, answer no further questions, and have the presiding juror sign and date this form. Question No. 3: Did City of San Diego Tinfairly interfere with APR Construction's right to receive the benefits of the contract .for work performed for the Central Avenue Mind Park Phase 1 and Phase 2 Project? Answer: Yes, If your answer to Question 3 is "Yes", proceed to Question 4. If your answer to Question 3 is "No", stop here, answer no further questions, and have the presiding juror sign and elate this farm. Question No. 4: Was APR Construction harmed by City of San Diego's interference? 1" • rr itriM N I' 53 of 194 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Answer: Yes. If your answer to Question 4 is "Yes", proceed to Question 5. If your answer to Question 4, is "No", stop here, answer no further questions, and have the presiding juror sign and date this form. ' Question No. 5: What are APR Con ucton's damages for Breach of Implied Covenant of Good Faith and Fair Dealing? Answer: $96,000.00 for unpaid work, and $106,000 for lost profits, for a total of $202,000.00. - ESPECIAL VERDICT FORM — PLAINTIFF APR CONSJ1RUCTION, INC,'S TEURD CAUSE OF ACTION FOR BREACH OF IMPLIED WARRANTY OF CORRECTNESS OF PLANS AND SPECIFICATIONS Question No. 1: Did City of San Diego provide to APR Construction contract plans and specifications for the Central Avenue Mini Park Phase 1 and Phase 2 Project? Answer: Yes. If your answer to Question 1 is "Yes", proceed to Question 2. If your answer to Question 1 is "No", stop here, answer no further questions, and have the presiding juror sign and date this final. Question No. 2: Did APR Construction follow the contract _plans and specifications provided by City of San Diego is submitting its bid on the Central Avenue Mini Park Phase 1 and Phase 2 Project? Answer: Yes. If your answer to Question 2 is "Yes", proceed to Question 3. If your answer to Question 2 is "No", stop here, answer no Anther questions, and have the presiding juror sign and date this form. Question No. 3: Did APR Construction reasonably rely on the contract plans and specifications provided by City of San Diego in submitting its bid on the Central Avenue Mini Park Phase 1 and Phase 2 Project? trmn_rmerr 54 of 194 1 2 3 4 5 6 7 8 9 10 11 12 13. 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Answer: Yes, If your answer to Question 3 is "Yes", proceed to Question 4. If your answer to Question 3 is "No", stop here, answer no further questions, and have the presiding juror sign and date this form,= Question No. 4: Were the contract plans and specifications that City of San Diego provided to APR Construction. for the Central Avenue Mini Park Phase 1 and Phase 2 Project correct? Answer: No. • If your answer to Question.4 is "No'', proceed to Question 5. If your answer to Question 4 is "Yes", stop here, answer no further questions, and have the presiding juror sign and date this form. Question No. 5: Was APR Construction harmed because the plans and specifications that City of San Diego provided to APR Construction for the Central Avenue Ivfini Park Phase 1 and Phase 2 Project were not correct? Answer: Yes. If your answer to Question 5 is "Yes", proceed to Question 6. 'If your answer to Question 5 is "No", stop here, answer no fisrfher questions, and have the presiding juror sign and date this form. Question No. 6: What are APR Construction's damages for Breach of Implied Warranty of Correctness of Plans and Specifications? Answer: $96,000.00 for unpaid work, and $106,000 for lost profits, for atotal of $202,000.00. SPECIAL VERDICT. FORM CROSS -COMPLAINANT CITY OF SAN DIEGO'S SECOND CAUSE OF ACTION FOR BREACH GF CONTRACT -LIQUIDATED DAMAGES Question No. 1: damages? Is the City of San Diego entitled to liquidated 5 _rrmra vra r 55 of 194 Answer: No. If your answer to Question 1 is "Yes", proceed to Question 2. If your answer to Question 1 is "No", stop here, answer no further questions, and have the presiding juror sign and date this form. IT APPEARING BY REASON OF SAID SPECIAL VERDICT THAT PLAINTIFF APR CONSTRUCTION, INC. IS ENTITLED TO JUDGMENT AGAINST DEFENDANT CITY OF SAN DIEGO, AND THAT CROSS -COMPLAINANT CITY OF SAN DIEGO IS NOT ENTITLED TO JUDGMENT AGAINST CROSS -DEFENDANT APR CONSTRUCTION, INC., NOW, THEREFORE, IT IS ORDERED, ADJUDGED AND DECREED: 1. That Plaintiff APR CONSTRUCTION, INC. shall have judgment against Defendant CITY OF SAN DIEGO severally and cumulatively on each of Plaintiff APR CONSTRUCTION, INC.'S individual causes of action in its operative, consolidated Complaints, including (1) Breach of Contract; (2) Breach of the Implied Covenant of Good Faith and Fair Dealing; and (3) Breach of the Implied Warranty of Correctness of Plans and Specifications, in the total amount of 960 oo0 as ; f , al i 1/4.1 / 8 .���; 1 2. That Cross -Complainant CITY OF SAN DIEGO shall not have judgment and shall take nothing by its operative, consolidated Cross -Complaints against Cross -Defendant APR CONSTRUCTION, INC.; and 3, That Plaintiff APR CONSTRUCTION, INC., as the prevailing party, shall have judgment for costs and fees against Defendant CITY OF SAN DIEGO, pursuant to Code of Civil Procedure sections 1032 and 'I 03 3.5, for pre -judgment interest according to Civil Code section 3287, and post -judgment interest at the rate of ten percent per annum from the date of the verdict until paid, in amounts to be determined at a later date.'4 Dated: OCT 0 2 B *Pkt0, AC CV-40%1er Pre. plat 1-{ • C&&c v -e4- Hon. Ronald L. Styn Judge of the Superior Court suciy�rrGvt,� A.1-Er-s-t`iroitt Arflth'nr r ,1�1(0,865c50. (j' /1 !!`I ;gACtir-cP$�N�13.04/. i114Yti 3/os/'t) 6 ITITu' Mfi NT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case Name: APR CONSTRUCTION, INC. v. CITY OF SAN DIEGO San Diego Superior Court Case No,: 37-2016-00045697-C 1 BC-CTL (Con. 37-2017- 00019936-CU-BC-CTL) PROOF OF SERVTICR, ' I hereby declare as follows: I am, and I was at the time of service of the papers referred to herein., over the age of eighteen years, not a party to the action, and am employed in the County of San Diego, California. My business address is 411 Canino del Rio South, Suite 202, San Diego, California 92108. On the date set forth below, I caused to be served the following documents: [Second Amended Proposed] JUDGMENT 1 of which the ORIGINAL DOCUMENT or a TRUE AND CORRECT COPY is attached hereto,. addressed to each such addressee respectively as follows: SEE ATTACHED SERVICE LIST XIOf BY E-MAIL: I caused said document(s) to be delivered via electronic mail (e-mail) to the person(s) so designated below pursuant' to the Stipulation for Electronic Service of Documents dated July 19, 2018. ❑ BY U.S. MAIL►: I placed each sealed, prepaid envelope, collection and mailing at 411 Camino del Rio South, Suite 202, San Diego fin 92108. I am readily familiar with the business practice for collection and processing of correspondence for mailing with the United States Postal Service pursuant to which practice the correspondence will be depasitedwith the United States Postal Service this same day in the ordinary course of business ❑ BY FACSIMILE: I caused said document(s) to be transmitted by facsimile transmission. The name(s) and facsimile machine telephone number(s) of the person(s) served are set forth above, The sending facsimile machine properly issued a transmission report confirming that the transmission was complete and without error. ❑ BY OVERNIGHT MAIL,: I caused said document(s) to be deposited in a box or other facility regularly maintained by an express service carrier pravidin4 overnight delivery in an envelope or package designated by the express service carrier with delivery fees paid or provided. ❑ BY PERSONAL SERVICE: I caused such document(s) to be band -delivered to the person(s) served hereunder at'[address], [city], California on [insert date]. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct, F 55? .1-2 Executed on September 19,,2018. ,0 P . ToddE. Verbick 1 vunnw nu crruvrru 57 of 194 1 ..2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case Name: APR CONSTRUGFIONJ NC v..CITY OF SAN DIEGO San Diego Superior Court Case No, 37-2016-00045697-CU-BC CTL (Con. 37 2017- 00019936-CU-BC-CTL) SERVICE LIST Mara W, Elliott, Esq, George F. Schaefer, Esq. Charles E. Bell, Jr., Esq. OFFICE OF THE CITY ATTORNEY 1200 Third Avenue, Suite 1100 San Diego, California 92101-4100 Defendant/Cross-Complainant CITY OF SAN DISCO T: (619) 533-5800 F: (619) 533-5856 E: cbell@sandiego.gov jjackma sandieeo gov 2 pDnnI' nI' grinurrtz. 58 of 194 RESOLUTION NO. 2021 -10 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA, (1) FINDING APR CONSTRUCTION, INC. IN DEFAULT OF THE CONTRACT FOR THE CIVIC CENTER ADA ACCESSIBILITY PROJECT, CIP NO. 19- 45 FOR MATERIALLY VIOLATING THE CONTRACT PROVISIONS BY PROVIDING FALSE INFORMATION, CONSISTENT WITH SECTION 6.4.1 OF THE CONTRACT DOCUMENTS AND (2) AUTHORIZING CITY STAFF TO PROVIDE WRITTEN NOTICE OF TERMINATION FOR DEFAULT OF THE CONTRACTOR'S RIGHT TO PERFORM UNDER THE CONTRACT WHEREAS, on June 16, 2020, City Council adopted Resolution No. 2020-113 awarding a contract to APR Construction, Inc, ("Contractor") for the construction of the Civic Center ADA Improvements project, CIP No. 19-45; and WHEREAS, per National City Municipal Code Section 2.63, Ordinance No. 2018- 2450, Capital Improvement Projects (CIP) require the Contractor has to complete a Contractor Responsibility Questionnaire ("Questionnaire") to determine if the bidder Is responsible and has the capability to perform the contract; and WHEREAS, the Contractor responded "negative" to all of the questions; and WHEREAS, after contract award, the City's Construction Manager, Innovative Construction Consulting Services ("Consultant"), conducted additional research on the Contractor and discovered that the Contractor had numerous legal Issues that included contract terminations and other bonding disputes; and WHEREAS, City staff recommends the City Council find the Contractor in default of the contract for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents; and WHEREAS, City staff further recommends the City Council authorize City Staff to provide written notice of termination for default of the Contractor's right to perform under the contract. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS: Section 1: That the City Council hereby finds APR Construction, Inc. in default of the contract for the Civic Center ADA Accessibility Project, CIP No.19-45, for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. 59 of 194 Resolution No. 2021 —10 Page Two Section 2: That the City Council hereby authorizes City staff to provide written notice of termination for default of the Contractor's right to perform under the contract. Section 3: That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions. PASSED and ADOPTED this 16th day of February12021. Alejandra Sotelo-Solis, Mayor ATTEST: Luz Molin City Clerk APPROVED AS TO FORM: cr kJ/ Charles E. Bell Jr., Cjfis/Attorney 60 of 194 Passed and adopted by the'Council of the.City of National City, California, on February 16, 2021, by the following vote, to -wit: Ayes: Sotelo-Solis, Rodriguez, Bush, Morrison, Rios. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS BY: Mayor of the City of National City, California LUZ MOLINA Clerk of the City of tonal City, California Shelley Chapel, Gepuf City Clerk I HEREBY CERTIFY that the above and foregoing is a.full, true and correct copy of RESOLUTION NO. 2021-10 of the City of National City, California, passed and adopted by the Council of said City on February 16, 2021. City Clerk of We City of National City, California 61 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: February 16, 2021 ITEM TITLE: Resolution of the City Council of the City of National City finding APR Construction, Inc. in default of the contract for the Civic Center ADA Accessibility Project, CIP No. 19-45 for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. AGENDA ITEM NO. PREPARED BY: Luca Zappiello and Jos ez DEPARTMENT: Engi mg/ublic Works PROM": 619-336-4360 JJ��JJ APPROVED BY: EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. ENVIRONIIIIENTAL REVIEW: ORDINANCE: INTRODUCTION: [ j FINAL ADOPTION: APPROVED: APPROVED: Finance MIS HR STAFF RECOMMENDATION: Adopt Resolution finding APR Construction, Inc. in default of the contract for the Civic Center ADA Accessibility Project, CIP No. 19-45 for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation w/ Notice to Cure 62 of 194 EXPLANATION On June 16, 2020, City Council adopted. Resolution No. 2020-113 awarding a contract to APR Construction, Inc. (Contractor) for the construction of the Civic Center ADA Accessibility Project, CIP No. 1945. The Civic Center ADA Accessibility Project, CIP No. 19-45, will upgrade the first floor exterior access into the Civic Center. The project will construct an ADA accessible path of travel to the main entrance of the building located on the first floor, as well as the side entrances located on the north and south sides of the building. Additionally, the project will also install two ADA parking stalls in the building parking lot. The first stall will be located in front of the main entrance and the second stall will be located near the southern entrance, adjacent to the employee parking lot. It should be noted that for every Capital Improvement Project, the Contractor has to complete a Contractor Responsibility Questionnaire (Questionnaire) in order to determine if the bidder is responsible and has the capability to perform the contract, per National City Municipal Code Section 2.63, Ordinance No. 2018-2450. The Questionnaire includes questions in order to determine if the bidder has ever had any contract terminated, legal issues, and/or bond called. In the Questionnaire, APR Construction responded "negative" to all of these questions. Staff also checks the Department of Industrial Relation's Site for a list of contractors barred from bidding on, accepting, or performing any public works contracts, either as a contractor or subcontractor. APR Construction, Inc. was not listed. Additionally, staff checks the Department of Consumer Affairs — Contractor's State License Board to verify an active license. The Contractor was licensed. Lastly, staff conducts a reference check on the contractor's lift of completed projects in the last five years. The reference checks did not reveal any concerns that would prevent proceeding with an award to the Contractor. After the City Council awarded the construction contract, staff worked with APR Construction, Inc. to kick-off the project. However, during the project submittal process, the Contractor was not responsive to staff and did not provide complete submittals required for the project. Based on this lack of performance by the Contractor, the City's Construction Manager, Innovative Construction Consulting Services (Consultant), conducted additional research on the Contractor through the State Trial Legal Research site and discovered that the Contractor had numerous legal issues that included contract terminations and bond called to finish before the termination of the project. On September 22, 2020, the Consultant requested clarification from APR Construction regarding the Contractor's "negative" response to the questions in the Questionnaire. However, the Contractor did not provide a thorough clarification. On November 10, 2020, the Engineering & Public Works Department in coordination with the City Attorney's office sent a Notice to Cure asking for clarification to the Contractor. 63 of 194 On November 16, 2020, Contractor's Attorney, Dr, Villa Tarassoly, sent a response email to .the Notice to Cure: On December 8, 2020, the City Attorney's office sent another response letter to the Contractor's Attorney stating that since the Contractor provided "False Information" in its responses to the Questionnaire, the Contractor materially violated contract provisions and directed the City's Public Works Department to proceed with making a recommendation to the City Council that APR Construction, Inc. be found in default (see attachments). Staff recommends the City Council of the City of National City find APR Construction, Inc. in default of the Contract for materially violating the contract provisions by providing false information, consistent with Section 6.4.1 of the contract documents. Upon the City Council proceeding with staff recommendation, staff will terminate the Contractor's right to perform under the Contract by issuing a written Notice of Termination for Default to the Contractor and its Surety. The Surety shall immediately assume all rights, obligations and liabilities of the Contractor under the Contract. Pursuant to our Contract, within 16 Working Days of receipt of the written notice of termination for default, the Surety shall submit to the City a written plan detailing the course of action it intends to take to remedy the default. The City will review the plan and notify the Surety if the plan is satisfactory. If the Surety fails to submit a satisfactory plan, or if the Surety fails to maintain progress according to the plan accepted by the City, the City may, upon 48 hours written notice, exclude the Surety from the premises, take possession of all material and equipment, and complete the Work in any way the City deems to be expedient. The cost of completing the Work by the City shall be charged against the Surety and may be deducted from any monies due, or which would become due, the Surety. If the amounts due under the Contract are insufficient for completion, the Surety shall pay to the City, within 30 days after the City submits an invoice, all costs in excess of the remaining Contract Price. Staff will work with the Surety to identify a contractor to diligently prosecute the work to completion, per the original intent of the Contract. Once a contractor is determined, staff will return to City Council to enter into a construction contract for the project. In an effort to prevent a similar scenario from occurring, the Engineering & Public Works Department will be adjusting its policy to add an additional check on any litigation cases involving the apparent lowest bidders regardless of a "negative" response on the Questionnaire. 64 of 194 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing, 10 the City (Buyer) to utilize cooperative purchasing established through Sourcewell previously known as National Joint Powers Alliance (NJPA), consistent with Municipal Code Section 2.60.260 for cooperative purchasing, to purchase Tyler Technologies New World Computer Aided Dispatch (CAD) based on their member number 17730; and 2) the Mayor to execute the Agreement with Tyler Technologies to replace outdated current police department CAD, for a seven (7) year lease purchase agreement in the amount of $1,060,000. (Police) Please scroll down to view the backup material. 65 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO.: ITEM TITLE: Resolution of the City Council of the City of National City authorizing, 10 the City (Buyer) to utilize cooperative purchasing established through Sourcewell previously known as National Joint Powers Alliance (NJPA), consistent with Municipal Code Section 2.60.260 for cooperative purchasing, to purchase Tyler Technologies New World Computer Aided Dispatch (CAD) based on their member number 17730; and 2) the Mayor to execute the Agreement with Tyler Technologies to replace outdated current police department CAD, for a seven (7) year lease purchase agreement in the amount of $1,060,000. PREPARED BY: Jose Tellez, Chief of Police DEPARTMENT: Police PHONE: (619) 336-4511 APPROVED BY: EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION APPROVED: FINANCE APPROVED: MIS FINAL ADOPTION STAFF RECOMMENDATION: Approve Resolution BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation / Staff Report (Attachment "A") 2. PowerPoint Presentation — NCPD CAD (Attachment "B") 3. Amazon Web Services for Brazos (Attachment "C") 4. Capital Innovations Sample Credit Application (Attachment "D") 5. Capital Innovations Purchase Quote (Attachment "E") 6. Tyler Technologies LSA Agreement (Attachment "F") 7. Sample Master Lease Purchase Agreement (Attachment "G") 66 of 1 9, DATE: February 16, 2021 TO: Brad Raulston, City Manager FROM: Jose Tellez, Chief of Police SUBJECT: Resolution of the City Council of the City of National City to authorize the waiver of the bid process to purchase a Computer Aided Dispatch (CAD) product from Tyler Technologies SUMMARY: It is recommended the City Council approve the Resolution of the City Council of the City of National City to waive the bid process to purchase a Computer Aided Dispatch (CAD) system from Tyler Technologies as part of a needed technology upgrade to the Police Department's Communications Center. BACKGROUND: The current Computer Aided Dispatch (CAD) system in the Communications Center is over twenty years old. The system is TriTech, owned by Central Square, and was designed to be used primarily by Fire and Paramedics departments. Throughout the time TriTech has been used by the Police Department, police dispatchers have found it to be inefficient, difficult to navigate, and lacks the connectivity between other essential law enforcement data systems. As such, dispatchers need to run multiple systems independently and simultaneously from each other to accomplish the same task capable by modern police CAD systems. While other police departments in the county have modernized their communications systems, the National City Police Department continues to work at a disadvantage given all the features now available in new CAD systems. In lay persons' terms, a CAD system is the foundation and brains of a police department communications center. CAD is the primary system used by dispatchers to receive, document, and dispatch police officers to service calls. CAD also archives all aspects of service calls to include location, disposition, the names and IDs of officers, and those residents contacted by officers during the call. As technology advances, it is essential that police communications systems maintain pace. In recent years, the National City Police Department has experienced challenges as demands an systems connectivity and threats of ransomware cyber-attacks have increased. National City Police Department 1200 National City Boulevard, National City, CA 91950-4302 619/336-4400 Fax 619/336-4525 www.nationalcityca.gov 67 of 194 The current police CAD, TriTech, was designed for fire and paramedic applications. Over the years, maintenance and version upgrades have taken place, however, the system has not been able to keep up with modern CAD systems currently employed by other police departments. Police Dispatchers often have to create workarounds to enter or attach essential information to calls or search for archived information. TriTech lacks the configurability needed by dispatchers to reduce the time required to run multiple screens and programs simultaneously. Some of TriTech's fire / medic CAD features, which are not related to or needed for police use, cannot be disabled or removed. In short the Police Department's CAD system is antiquated, not designed for police use, is cumbersome to operate and negatively affects dispatch efficiency while handling critical calls when time or information sharing is of the essence. From the fall of 2019 through September 2020, the Police Department conducted extensive research regarding CAD manufacturers. Police personnel met with vendors, visited allied police communication centers and met with team members (dispatchers, police officers, administrative and IT support staff) to collect information regarding the various CAD systems in use by other agencies. As a result of this effort, the Tyler Technologies New World CAD stood out as the best system suited for the National City Police Department. Tyler Technologies is a mainstay, locally and nationally, in the CAD industry and in use by departments our size, specifically the El Cajon and La Mesa Police Departments. From the information gleaned from El Cajon and La Mesa, the Tyler Technologies New World CAD system is robust while remaining nimble to allow for customization to each agency's specific needs and preferences. The ability to interface with other products and the connectivity with established law enforcement data systems, provide technology currently not in place at the National City Police Department. The Tyler Technologies CAD provides the following: • Fully customizable features to improve dispatch work flow • Law Enforcement query data, on persons and property through various systems, is added to calls for service without additional steps by dispatchers • Call for Service entry screen is designed to agency preference, prioritizing information improving efficiency • Detailed map layers with Pictometry (aerial image process showing the fronts / sides of building and locations on the ground) • Officer and Vehicle GPS Tracking system • Enhanced capabilities: o Geo-fencing - useful during reverse 911, Problem Oriented Policing (POP), tracking patrol data for high crime areas that may not generate specific calls for service. o Live vehicle / officer tracking — useful during vehicle / pedestrian pursuits to enhance officer safety and to provide immediate assistance to emergency situations where communications may not be possible. 2 68 of 194 • Connectivity of map and navigation features to call screens, eliminating the need to access internet map programs • Proximity Dispatching capabilities to send the closest unit to an emergency call based on GPS • Ability to research, redact, and produce call information for various needs like Public Records Requests (PRA), crime statistics, or city reports • Interface with SPIDRTech Software allows dispatch to send information and updates to citizens who have contacted the police department for assistance. • Ability to attach metadata information through an interface feature with Taser International Inc. body worn cameras (BWC) of service call types, location, times, and case or incident numbers As mentioned, Tyler Technologies New World CAD systems are in use by other agencies in the county with additional departments considering the product. While the standardization of police CAD systems currently does not exist in San Diego County, we do have the ability to learn from each agencies' experiences with various systems and vendor customer service. The Tyler Technologies New World CAD product has received excellent reviews by the agencies that use it and was preferred by members of our police department during an interactive product demonstration, prior to the pandemic. If the contract is approved by the City Council, Tyler Technologies will develop / build the CAD software starting immediately. The anticipated go -live date for the CAD system is approximately one-year. FISCAL IMPACT: The contract with Tyler Technologies for full implementation is attached (Attachment A). Currently, the city's financial obligation for TriTech involves a recurring annual maintenance agreement. The below graph illustrates expenditures from 2017 — 2020: 69 of 194 100,000.00 90,000.00 80, 000.00 70, 000.00 60,000.00 Central Square / TriTech Annual Maintenance 77,303.95 2017 82,148.63 2018 87,574.31 2019 ❑ TriTech Annual Maintenance 92,432.70 2020 The following graph illustrates the comparison projected Annual Maintenance expenditures between Central Square and Tyler Technologies. 160,000 140,000 120,000 100,000 80,000 60,000 2022 2023 2024 2025 2026 2021 Cl TriTech 97,000 0 Tyler New World 147,798 2022 102,000 2023 I 2024 107,000 1 112,000 148,969 150,163 151,380 2025 117,000 152,622 r 2026 122,000 153,889 2027 2027 127,000 155,181 Note: TriTech maintenance costs are projected based on the average of annual increases of approximately $5,000 per year. The police department is requesting to waive the competitive formal bid requirement and requests authorization to enter into a seven (7) year contract / financing option with Tyler Technologies. The below graphic illustrates the CAD purchase and maintenance fees. The maintenance fees are recurring after conclusion of the 7 year contract / financing option. 70 of 194 160,000.00 140,000.00 120,000.00 100,000.00 80,000.00 60,000.00 40,000.00 20,000.00 0.00 YEAR 1 ❑ Financed Purchase . Annual Maintenanc Total Cost Projected Tyler New World Costs YEAR 2 YEAR 3 YEAR 4 YEAR 5 Year 1 Year 2 Year 3 Year 4 T- 89,279.86 89,279.86 89,279.86 89,279.86 2 58,519 59,689.38 60,859.76 62,030.14 147,798.86 148,969.24 150,139.62 151,310.00 Year 5 9,279.86 3,200.52 YEAR 6 YEAR 7 152,480.38 Year 6 Year 7 89,279.86 89,279.86 64,370.90 65,541.28 153,650.76 154,821.14 FUNDING: In 2020, the city paid Central Square $97,000 as the annual maintenance fee. The city will continue to pay an additional $5,000 (average) per year, based on past increases. In 2026, the projected annual maintenance cost is approximately $122,000. The projected cost difference between the annual maintenance of TriTech and the actual purchase of a new CAD system plus annual maintenance with Tyler Technologies, is approximately $50,000 in Year One and approximately $30,000 in Year Seven. The project may be funded by using General Funds in combination with revenue generated by the False Alarm Program permits and false alarm fines. ADDITIONAL INFORMATION: • Over the course of the last two years, the police department has taken steps to enhance technology, modernize existing equipment, and upgrade the work environment necessary for the dispatchers to effectively and efficiently perform the required duties of their job. The following is a list of improvements that have been completed in the Communications Center: • January 2020 — 911 Phone System Upgraded o The VESTA telephone system was upgraded to accept Text to 911 calls for service - Next Generation (NG911) 911 compliant. 5- 71 of 194 ENVIRONMENTAL IMPACT: This proposed activity has been reviewed for compliance with the California Environmental Quality Act (CEQA) found under the California Code of Regulations, Title 14, Division 6, Chapter 3, Article 20, Section 15378 and is has been determined that the activity is not a "Project" as defined under the Code because it will not result in a physical change in the environment. In addition, the activity does not constitute a "Project" within the meaning of the California Public Resources Code Section 21065 in that it has no potential cause to either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activing is not subject to CEQA. Thus, no environmental review is necessary. ATTACHMENTS: 1. PowerPoint Presentation — NCPD CAD (Attachment "B") 2. Amazon Web Services for Brazos (Attachment "C") 3. Capital Innovations Sample Credit Application (Attachment "D") 4. Capital Innovations Purchase Quote (Attachment "E") 5. Tyler Technologies LSA Agreement (Attachment "F") 6. Sample Master Lease Purchase Agreement (Attachment "G") 72 of 194 Ja6ourW sa3inaas ..Joddns aa!/od ')/ooagyso7 aagw y aa!]od fo fa!L/J 'za//al asor s1931PoIra 6111773) HOJVJSIU UTK[IV .YaLI1dLII0,1/49 a) • E a) N - CD 0 0 CD Cld a) U1 C.) H P • O g pE C 4) a) c� r -4 O p-' cu., z .cn cd ctS Q 00 m a) cd - ,—a al 1-d CD � E a) zao • too O E U) 0 a) ct o � The Communication • • a) E O U c a) a) a) tap .� O cri cA--+ 0 U1 O U CD 0 a) a) cd CD .CD creating efficiency CD E CD CD 0 addition of new cJ 74 of 194 LC' A m P Wittig {gill ail Fig i ♦ • w ♦ "r• w•. • -. ♦Mi. • "".• L • ...-. Immommen (papufJ 4u-e.z.0) -saj3N°A aptjod Joj apB.z do jQ — ogog ,zaauza1-das . oarti oJaoJ IBSSE' pure a4-els ic{ papunj icIta1urt.zd) aoualeaddh pazTuaapouz `sni qo pui suopu4sT.zonn OTuzouo.OaJ Iapouzaj uxxudsT — ogog iqnr (papunJ alul s) 4u-ellduzo° TT6DM puu TT6 o4 4Xa1, 'ap13.z do auoud TT6 3lsaA — ogog Xx nuET . K. :apnlouz sa U 2 T3 Ja4uaJ suoT4-eaTunuzuzo3 auk ap-ea. do S OU Ape Ieatolouuaa4 �u��t�TuTs ap1uz .ou piu aaTlod .4 T3 IeuoT4IN `6 T 0 g off. JoTdd • ffurzjaludsrQ !fj-nluao SIz Central Square Tyler New World Incident viewer- Incident ID I628t Master Incident Number [20210128044771 Address II124NDrexel Av a Location Name:1144NDRDO=L Apl/Ste:I— Building I LocationType:I Cross SheeLIE DMSION ST/CERVANTESAY P6ority:IP2 URGENT QV.. NATIONAL CITY Nature/Problem: ICHECKTHE WELFARE URGEt4LI .di Caller Name: ESMERAIDA•T—I U�censePlateInformation, ... Phone:I619� Extl— Plate State 1) t9e9Cesel Called From: SAME (y� CellerType:IFAMILYMEMBER 1 Snepshm r cancel EMIT Call Taken:II/28)202110:2527REESE,AUDREY Duplicate Call) J BeetI21 J 9Li Additional Information I Assignments I Acaities I Call Becks Comments/Notes I Edit Log I _Times 1 Transport Info I User Dotal Attachments 1 Date I Time I Initial I CC I Comment 1/20/2021 11:33:51 AR Y (31][Ouery].Name/DOB Check I 1/28/2021 10:59:22 AR Y [30]121J ENRT TO CJ WTH ONE FOR F 1/28/2021 10:50:11 AR Y [29] 120PT 10.16 LAST OF 1/28/2021 10:98:09 AR Y [281121J 10-16 1/28/2021 10:48:00 AR Y[27] Requested Case Numher(s) issued for Incident 420210128044771Junsdicaidn NATIONAL CITY POUCE. Case Numher(s): 2100529.. 1/28/2021 10:40:55 AR Y [26]120PTCAUIIONNOTE FORI 1/28/2021 10:39:16 AR Y [26]1212 SUBJDETAINED 1/28/2021 10:38:09 AR Y [24] Secondary Location for 123J:144 N DRDXEL 1/28/2021 10:37:54 AR Y [23]123J OUT ONTHE SUBJ 149NDRD' L 1/28/2021 10:36:01 123JCRUY[22]123JCRUZAlScene at01/2B/202110:36:01.Latitude: 32 6905593333333. Longitude: -117.081349833333 1/28/2021 10:35:58 121JTECY[21] 121 J TEC Al Scene at 01/28/2021 1/28/202110:35:58,Latitude: 32.6903856666667.Longitude: -117.0820505 Nid I ® CIS adv 6elidl3m':;..:.. z,Ot72&Qo211f Call Location: Verified Location CEDAR ST/ MAYBERRY LN Additional Into 602i PASSING111F Priority 4 District2 W, (6191792-0591 Business - Non Emergency CHICO, JEAN Callers Address / Phone OAssonated Calif;'.rscesinons ve3nnee! quesSannake 1.Narretive L 2.V'enrks r;3.Peaple Ca'.' Narreive! alers Caere. dear Qualifier Venue El Cajcn Override Location Type: Intersection Call Tate,. syeager -rice Vetde Baraboo 6.Ineidenls 'e1311 nepcn G5 ',eked Cels &Logs ■9,Alerts 0 Date Entered By • Narrative 'Critical • Restriction - 01/28202111:50:15 syeager RP IS CONCERNED BECAUSE HE I5 STARTING RRE TO KEEP WARM AND COOK No • General 01/28202111A324 syeager A HOMELESS SUR/ HAS SET CAMP AT THE VERY END OF CEDAR no • General 0) 0 CD Geo - iSystem View Q;\TriTech \vISICAD\Data\SystemMapthemes\National_city 931 5x32.mxd] ® File View Search Tools Window Q 0 D to ^ I •-'k a a R Y y 40 * ,7 ki t] t© `sl ��.� •l I ® 14 0 CO 4 • E Unit At Scene ~,.,.�,: f a T•.:_ D Unit At Post El Units o ❑ Incidents _ a Units at Incident a Units at Station J a Stations Lat 32'40.05`N Lon: 117'05'06"W Viewing: 1.9393 x 1.9535 Mle NARANCAAVE • •� cd Cci 0-1 • N 0 o UO a) • —I 0 1 • • • 0 0 0 to O O •CD 0 • ;-0 Cf.) •r, CLS O Cll w • a) •• —� • 0 cis L) 0 PA • `� R U Cf)H � � N I • 78 of 194 L Q.1101.9.110•41. v. a�yam orn WOO a c oz 1111111.119 ammokiaio .1l2110.11111.1P.,1. 0 • 68:So .J ozausaleo luawu6,ssv to aofjf aauailanx3 to vea4J 666 l0ddnSS0W6 00sata6YJ a,, mo • • • • • nao nas amm v sl1sej -uofii.$)pom aligoJAJ do Qvo uo 2u13j.T0M 4ou sea&ojduie aoj .1-04Tuout sn1,Bls OUJL Iea)t — maTA gam Gyp • •sasugelep .Tno ui pa xo4s put; aainap ajqu4aod .Ttatp uzoij sui.Too pa.zTnbaa 896HV puu smaTA.zal.uI pja'd `suopurTD ai.aldLUoa o� s.aaaTJJo ouTmone OJ iWJ 0S — sozE1g •aauE1SISSE" paau suopeaoj scup puE plan atp uT s.TaaiJJ0 aIp. 04. uon.um.ToJu1 Ilia a pTAo.d •SauOLIdi..TL'LUS .Trio uo uoi..4em ioJui aligojnj — aa.ToJplaN • :sapTnoad pjaom maN aalkL `aligojjj pTtu GV3 LIOI Tppl3 LIT 6100 am oQ as[f 67ri pi -glom A4aAr ,rapa National City 7 Cs 'ledge & Strategic Plan 80 of 194 81 of 194 Brazos on AWS GovCloud In 2018, Tyler migrated our Brazos hosted environment to the AWS GovCloud. AWS offers a best -in -breed solution with high uptime and reliability, exceptional support, and top-notch security. This virtual network closely resembles a traditional network that operates locally in your own data center, with the benefits of using the scalable infrastructure of AWS. Hosting the Brazos Solution on AWS GovCloud offers the following benefits: • No network, hardware infrastructure, or server licensing for our customers to worry about — fEverything is covered by AWS. Plus, AWS provides continual innovation so systems hosted in the cloud are always operating in a state-of-the-art IT infrastructure. • Robust and scalable — As the system increases in size, the capacity of the database and AWS GovCloud VPC will expand with it which means we will never "outgrow" the hosted environment. • Redundant infrastructure — To minimize disruptions, AWS employs compartmentalization, with multiple constructs that provide different levels of independent, redundant components. They operate in Regions, which are isolated from each other, meaning that a disruption in one Region does not result in disruption in other Regions. Availability Zones are physically separated and isolated, and they are built with highly redundant networking to withstand local disruptions. AWS also leverages a concept known as cell -based architecture, by which resources and requests are partitioned into 'cells" that are designed to be independent of each other. This design minimizes the chance that a disruption in one cell —for example, one subset of customers —would disrupt other cells. Additionally, although the likelihood of large-scale incidents is very low, AWS is prepared to manage them should they occur. They maintain a series of incident response plans covering both common and uncommon events, and we update them regularly to incorporate lessons learned and prepare for emerging threats. The following diagram illustrates the standard redundancies of the AWS GovCloud. Sample Availability Zone Sample US Region Availability Zone A Availability Zone B Availability Zone C Soured.: Amozon Web Services 1 r Datacenter Datacenter l • Datacenter J • ••••• tyler ♦ 82 of 194 In addition to the durability of the infrastructure, AWS allows the Brazos system to dynamically add or remove computing resources depending upon demand, allowing for unlimited scalability with auto scaling and Elastic Load Balancing. While AWS Auto Scaling adjusts capacity for multiple resources, Elastic Load Balancing distributes incoming application traffic across targets such as Amazon EC2 instances and containers. This is illustrated in the diagram below. Elastic Load Balancing AZ-1 IEC2 lnstances EC2 Instances Auto Scaling Group Execute Policy Auto Scaling Source: Amazon Web Services AZ-2 Metrics Alarms 1 I I I 1.5. I I I .1 1 r 11, Amazon CloudWatch • Secure — The AWS virtual infrastructure is designed to provide optimum availability while ensuring customer security, privacy, and segregation. AW5's highly secure data centers use state-of-the-art electronic surveillance and multi -factor access control systems and maintain strict, least -privileged - based access authorizations. • Encryption — Multiple AWS Cloud services provide built-in integration with AWS Key Management Service to allow easy encryption of data. In combination with the encryption used in the Brazos itself, your data are highly secure. • CJIS Compliant c AWS complies with the FBI's CJIS standard. AWS demonstrates compliance with applicable CJIS requirements as supported by third -party assessed frameworks such as FedRAMP, which includes on -site data center audits by our FedRAMP-accredited 3PAO. All data transferred between the devices in the field and the server are performed over a TLS 1.2 connection via webservices. This includes downloads, uploads, software distribution and error reporting. All communications are compressed and then encrypted via AES. Data at rest is encrypted with PIPS 140-2 and AES 256. 2 83 of 194 • Data privacy and Ownership on AWS - Tyler manages access to ail Brazos content and user access to AWS Cloud services and resources. AWS does not access or use Brazos content for any purpose without our consent. AWS personnel do not have the ability to log into customer instances. AWS never uses customer content or derive information from it for marketing or advertising. • Audit Trail — AWS allows for continuous monitoring of all activity on our VPC, including actions taken through the AWS Management Console, AWS SDKs, command line tools, and other AWS services. This event history simplifies security analysis, resource change tracking, and troubleshooting. • Back-up and Disaster Recovery — AWS provides a set of cloud -based DR services that enable fast recovery of your IT infrastructure and data. Data are backed up to Amazon Simple Storage Service (Amazon S3) with 99.999999999% data durability. Data are transferred over a network from any location. System snapshots of all file data occur once every 4 hours and snapshots of the database once per hour. Each snapshot is a full backup of everything needed to restore all data that is being backed up. 3 •• �} tyler • Application for Equipment Lease Legal Name of Lessee (Applicant) Tax ID# Web address (if, applicable) Address City State Zip Person(s) to Contact for Clarification Regarding Project Name Name Email Title Title Fax Phone Phone Obligations / Economics Bank Qualified a NQn-Barlk Qualified ❑ Are the Applicant's obligations bank qualified (i.e., expected to issue less than $10 Million in tax-exempt financing this calendar year)? Moodv'B InveatQtti€1fViQe;___ Standard & Poor's: Fitch: Please list the Applicanfa current underlying bond rating from the rating agencies listed above (if applicable) Discuss the Applicant's economic trends (stable, positive, negative) and reasons for any variation Yes in No f Has the Applicant ever defaulted or non -appropriated on an obligation? If Yes, Please explain Demographic Information Please provide the following demographic information (please attach any applicable demographic statistics) Approx square Mlle Cities, Towns and Counties Population Increasing or Decreasing Population? If Decreginth____ Please explain Educational Applicants Only Enrollment Increasing or Decreasing Enrollment? Please also answer the above question regarding the resident city If Decreasing, _.. _ _ Please explain Elementary: _. Middle: High School: How many schools make up the district (please list the number and type of each school)? Other: THIS DOCUMENT IS NOT A COMMITMENT OR AN OFFER TO PROVIDE FINANCING 85 of 194 Essential Use Form Purchase Deacriptlon (pleats be specific and attach any applicable equipment lists or invoices available) Est. Equipment Delivery Date Are any of the Lease ProCeeda fOr reimbursement of prior purchases? If yes, has a Reimbursement Resolution been approved by the Governing Body? Yes d No 0 Is the Equipment replacing existing equipment? If Yes Please state how long you have currently used the Equipment and the reason you are replacing the Equipment What will the Applicant do With the oId equipment that is being replaced? If No Please state the reason additional equipment is needed What will the Applicant dd With the did equipment that is being replaced? Please describe In detail the foil*wing (please be specific) What wit the Equipment be used for? Describe the essential nature of the equipment financed List the specific department that Will be the primary user of the Equipment Lease Payments Yes [l NQ_0 Will the lease payments be made from Applicant's General Fund? If No. From which Special Fund Will the lease payments be made? Yes fl Nan Will any federal grant or loan mdrlies be used? If so, please describe Yes f9 No n Has the first payment been appropriated? Terms and Conditions Total Cost of Equipment Term (in years) Advance fl Arreies Q Remittance (choose dna); Advance payment Amount to Finance Annual ❑ Semi -Annual ❑ Quarterly ❑ Monthly ❑ Frequency (choose one): Equipment Delivery Date Insurance Company Name or IndiMie Self Insured Amount of Liability Insurance Amount of Property Damage Insurance The undersigned hereby eertifiee that all the information in the above Application for Equipment Lease and Essential Use Form is true, complete and correct. Applicable Signature Title Date THIS DOCUMENT IS NOT A COMMITMENT OR AN OFFER TO PROVIDE FINANCING two If? capital innovations 300 Village Drive, Suite 303 King of Prussia, PA 19406 (800) 635-3273 Toll Free (888) 810-4200 Facsimile October 29, 2020 Tax Exempt Lease Purchase Quotation prepared especially for: National City (CA) We appreciate the opportunity to provide you with a quote for Tax Exempt Municipal Financing in cOnjutiotIon with Tyler Technologies. Project Cost: $562,605.00 ODOCH1S: 5 annual payments of $122,111.72 due in arrears (2.79%) 7 annual payments of $ 89,279.86 due in arrears (2.79%) Document Fee: $495.00 Escrow Fee: $795.00 This Transaction must be designated as tax-exempt under section 103 of the Internal Revenue Cost of 1986 as amended. We can include documentation and escrow fee in financing or may be paid separately. Please contact your representative for more information. 10-year terms may not allow non -appropriation language. Leases total amount of Tax -Exempt debt to be issued in this calendar year will not exceed the $10,0011,OOOIl It. If that amount exceeds $10,000,000 please advise as that may impact pricing. This Is a proposal only and is not a commitment to finance. This proposal is subject to review and approval of execution of mutually acceptable documentation. The quotation includes a placement fee, which may be capitalized into the project cost at the discretion of the investor. Quotation based on Treasury Swaps as of October 14, 2020. Quote valid good through 11/13/2020 Please contact me at (877) 725-3100 with any questions or if you would like us to alter the structure In any way. We look forward to working with you. Thank you, smart- G. 3raw Stuart G. Brown President/CEO 877-725-3100/direct dial co.file 87 of 194 • ••:•• tyler • technologies LICENSE AND SERVICES AGREEMENT This License and Services Agreement is made between Tyler Technologies, Inc. and Client. WHEREAS, Client selected Tyler to license the software products and perform the services set forth in the Investment Summary and Tyler desires to perform such actions under the terms of this Agreement; WHEREAS, Client is a member of Sourcewell (formerly known as National Joint Powers Alliance) ("Sourcewell") under member number 17730. WHEREAS, Tyler participated in the competitive bid process in response to Sourcewell RFP #090320 by submitting a proposal, on which Sourcewell awarded Tyler a Sourcewell contract, numbered 090320-TTI (hereinafter, the "Sourcewell Contract"); WHEREAS, documentation of the Sourcewell competitive bid process, as well as Tyler's contract with and pricing information for Sourcewell is available at https://sourcewell-mn.gov/cooperative-purchasing/; and WHEREAS Client desires to purchase off the Sourcewell contract to procure public safety software functionality from Tyler, which Tyler agrees to deliver pursuant to the Sourcewell Contract and under the terms and conditions set forth below; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows: SECTION A — DEFINITIONS • "Agreement" means this License and Services Agreement. • "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B. • "Client" means City of National City, CA. • "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation. • "Developer" means a third party who owns the intellectual property rights to Third Party Software. • "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation. • "Effective Date" means the date on which your authorized representative signs the Agreement. • "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • "Investment Summary" means the agreed upon cost proposal for the software, products, and services attached as Exhibit A. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 88 of 194 National City, CA LSA Agreement 110620.docx • "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B. • "Maintenance and Support Agreement" means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C. • "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C. • "Third Party Terms" means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D. • "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary. • "Third Party Products" means the Third Party Software and Third Party Hardware. • "Third Party Software" means the third party software, if any, identified in the Investment Summary. • "Third Party Services" means the third party services, if any, identified in the Investment Summary. • "Tyler" means Tyler Technologies, Inc., a Delaware corporation, as successor -in -interest to New World Systems. • "Tyler Software" means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement. • "we", "us", "our" and similar terms mean Tyler. • "you" and similar terms mean Client. SECTION B — SOFTWARE LICENSE 1. License Grant and Restrictions. 1.1 We grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement. 1.2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only. 1.3 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties. 1.4 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement. 1.5 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 1.6 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. ••:;:•. tyler 2 89 of 194 The Tyler Software is licensed, not sold. 2. License Fees. You agree to pay us the license fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 3. Escrow. We maintain an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee set forth in the Investment Summary. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then -current annual beneficiary fees. Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement. 4. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement. 5. Affiliated Organizations for the Tyler Software. 5.1 Access by Affiliated Organizations. We will permit you to grant each Affiliated Organization access to the Tyler Software hosted from your servers. You understand and agree that you are solely responsible for making the Tyler Software available to any Affiliated Organizations, and that we do not warrant, and are not responsible for, the performance of your servers or any Affiliated Organization's access thereto. 5.2 Application of this Agreement. Each Affiliated Organization must abide by the terms and conditions of this Agreement, and you are responsible for any breach hereof by an Affiliated Organization accessing the Tyler Software hosted from your servers. 5.3 Termination of Access of an Affiliated Organization. You agree to deny an Affiliated Organization's access to the Tyler Software upon written notice from us that the applicable Affiliated Organization has violated the terms of this Agreement. SECTION C — PROFESSIONAL SERVICES 1. Services. We will provide you the various implementation -related services itemized in the Investment Summary. 2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours. 3. Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid National City, CA LSA Agreement 110620.docx ••:;:•. tyler 3 90 of 194 for thirty (30) days from the date of the quote. 4. Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non- refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments. 5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re - perform such services at no additional cost to you. 6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and any Third Party Products. 7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation -related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission). SECTION D — MAINTENANCE AND SUPPORT This Agreement includes the period of free maintenance and support services identified in the Invoicing and Payment Policy. If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement. If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will: (i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches; (iii) be charged our then -current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and (v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 4 91 of 194 National City, CA LSA Agreement 110620.docx SECTION E — THIRD PARTY PRODUCTS To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply: 1. Third Party Hardware. We will sell and deliver onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. 2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non- transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms. 2.1 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee. 2.2 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer. 3. Third Party Products Warranties. 3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software. 3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware. 3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products. 4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy. 5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer. SECTION F— INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2). 2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable ••:;:•. tyler 5 92 of 194 invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so. SECTION G — TERMINATION 1. For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section 1(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section 1(3). In the event of termination for cause, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. 2. Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, you may unilaterally terminate this Agreement effective on the final day of the fiscal year through which you have funding. You will make every effort to give us at least thirty (30) days written notice prior to a termination for lack of appropriations. In the event of termination due to a lack of appropriations, you will pay us for all undisputed fees and expenses related to the software and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. 3. Force Majeure. Neither party will be liable, you or we may terminate this Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of forty-five (45) days or more. In the event of termination due to Force Majeure, you will pay us for all undisputed fees and expenses related to the software and/or services you have received, or we have incurred or delivered, prior to the effective date of termination. Any disputed fees and expenses must have been submitted to the Invoice Dispute process set forth in Section F(2) at the time of termination in order to be withheld at termination. You will not be entitled to a refund or offset of previously paid license and other fees. SECTION H — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 6 93 of 194 1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non -infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non -infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight- line basis measured over seven (7) years from the Effective Date. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims. 2. General Indemnification. 2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement. We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense. 3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 7 94 of 194 4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED (A) PRIOR TO FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE TOTAL ONE-TIME FEES SET FORTH IN THE INVESTMENT SUMMARY; OR (B) AFTER FORMAL TRANSITION TO MAINTENANCE AND SUPPORT, THE THEN -CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2). 5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Automobile Liability of at least $1,000,000; (c) Professional Liability of at least $1,000,000; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request. SECTION I — GENERAL TERMS AND CONDITIONS 1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then - current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum. 2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non -binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures. 4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. • e& Vier National City, CA LSA Agreement 110620.docx •: •� 8 95 of 194 National City, CA LSA Agreement 110620.docx Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law. 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms. 11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. ••:;:•. tyler 9 96 of 194 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that: (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; (b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure; (c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law. 18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law. 20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement. 21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right '.f.. tyler National City, CA LSA Agreement 110620.docx •• 10 97 of 194 to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement. 22. Contract Documents. This Agreement includes the following exhibits: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Investment Summary Invoicing and Payment Policy Schedule 1: Business Travel Policy Maintenance and Support Agreement Schedule 1: Support Call Process Third Party End User License Agreement(s) Implementation and Training Support Services Schedule 1: Data File Conversion Assistance Schedule 2: Customer Requested Standard Software Enhancement/Modifications And/or Custom Software Additional Terms for New World Public Safety and Brazos Hosted Components Schedule 1: Service Level Agreement for Hosted Components IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below. Tyler Technologies, Inc. City of National City, CA By: Bryan Proctor (Feb 25, 2021 15:56 EST) Name: Bryan Proctor Title: President, Public Safety Division Date: February 25, 2021 Address for Notices: Tyler Technologies, Inc. One Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer National City, CA LSA Agreement 110620.docx By: Name: Title: Date: Address for Notices: National City Police Department 1200 national City Blvd. National City, CA 91950-4302 Attention: ••:;:•. tyler 11 98 of 194 • ••:•:•• tyler • • technologies Exhibit A Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Investment Summary prepared in accordance with Sourcewell Contract #090320-tti REMAINDER OF PAGE INTENTIONALLY LEFT BLANK National City, CA LSA Agreement 110620.docx ••:;:•. tyler 12 99 of 194 • `•:?!. new world • a tyler pool :_ afety solution Sales Quotation For National City Police Department 1200 National City Blvd National City , CA 91950-4302 Phone: +1 (619) 336-4400 ler Software Description Computer Aided Dispatch Quoted By: Rob Simonds Dale: 11/6/2020 Quote Expiration: 12118/2020 Quote Name: National City CAD/Mobile Quote Number: 2020-31128-2 Quote Description: CAD.Mobile Year One License Discount License Total Maintenance New World Enterprise Single Jurisdiction Law Enforcement CAD BOLOS CAD Auto Routing CAD AVL Service Vehicle Rotation (Wrecker, Ambulance) Unit Management Web CAD Monitor Tyler CAD to Tyler CAD Interface E-911 Interface CAD NCIC Interface CAD CFS (xml) Export Interface Telestaff Interface $47,800 $7,200 $7,200 $7,200 $7,200 $9,600 $16,000 $0 $7,200 $13,600 $14,400 $14,400 $23,900 $3,600 $3,600 $3,600 $3,600 54,800 $8,000 $0 $3,600 $6, 800 $7,200 $7,200 $23,900 $3,600 $3,600 $3,600 $3,600 $4,800 $8,000 $0 $3,600 $6,800 $7,200 $7,200 $5,019 $756 $756 $756 $756 $1,008 $1,680 $0 $756 $1,428 $1,512 $1,512 Law Enforcement Records Management System Ticket Writer Interface (Supports Brazos) SO $0 $0 so Fire Records Management System New World Fire Records Software/Pre-Plans Only $14,800 $7,400 $7,400 $1,554 Mobile New World Mobile Server MCT Ticket Writer Interface (supports Brazos) Law Enforcement Mobile Site License (85 ) ShieldForce LE Dispatch 2020-31128-2 - CAD.Mobile ••::•. tyler National City, CA LSA Agreement l 10620.docx •• $68,000 $0 $46,750 CONFIDENTIAL 13 $34,000 $0 $0 $34,000 $0 $46,750 $7,140 $0 $9,81 8 1 of 6 100 of 194 LE Dispatch[Messaging[StateJNCIC Drivers License Mag Stripe ReaderlBarcode Reader Interface Mugshot Image Download LE In -Car Mapping / AVL LE In -Car Routing other Software CAD Data Mart / Includes 2 users $3,200 $1,600 Brazos Device Level Interface: New World Mobile Interface: Tyler Odyssey Court Case Mgmt System Task: Field Interview Task: CA AB053 Demographic Profiling Interface: Motorola NET RMS Records Mgmt System eCitation - Brazos Rapid Extension Framework - PDA (60 ) AnnuallSaaS S0 $0 $0 $0 $3,250 $650 $0 $0 S3,250 $650 $45,000 $9,000 Sub -Total: $336,050 $129,200 Less Discount $129,200 TOTAL: $206,850 $1,600 $0 $0 $2,600 $0 $2,600 $36,000 $206,850 $206,850 $336 $0 $0 $546 $0 $546 $7,560 $43,439 $43,439 so Description Quanity Fee Discount Annual MOD: Spatial Mapping Report and GeoLocation Brazos Adhoc Reporting Mobility Hosting Annual Fee Brazos Hosting Fee TOTAL: Services $2 500 $1,250 $3,000 $3, 60 5 so so so $0 $2,500 $1,250 $3,000 $3,605 $10,355 Description Quantity Unit Price Discount Total Project Management High Availability System Assurance and Software Installation (2 environments) Mobility Implementation GIS Implementation NCIC Installation Decision Support Software Implementation Web CAD Monitor Installation Tyler CAD to Tyler CAD Interface Installation E-911 Interface Installation 2020-31126-2 - CAD. Motile ••::•. tyler National City, CA LSA Agreement 110620.docx •• CONFIOEITIAI_ 14 $50,560 $20,880 $2,320 $22,620 $14,500 $4,350 $1,160 $0 $1,160 $0 $0 $0 $0 $0 $0 $0 $0 $0 $50,560 $20,880 $2,320 $22,620 $14,500 $4,350 $1,160 $0 $1,160 2 of 6 101 of 194 CAD Export Installation Tielestaff Interface Installation Law Enforcement CAD Conf guraiion CAD Training (10 users ea.) CAD Go -Live Ticket Writer Interface (Supports Brazos) Installation Law Enforcement Mobile Messaging Configuration Law Enforcement Mobile Messaging Training (includes 10 trainers ea.) Law Enforcement Mobile Messaging Go -Live Fire Pre -Plans Installation Fee Custom Interface to SDLaw Wants and Warrants Custom Interface to NetRMS Custom Interface to ARJ IS Brazos Set Up & Config Brazos Project Mgmt (plus per diem as needed if not remote) Brazos Training Brazos Device Level Interface: Set Up & Confguration Brazos Odyssey Interface: Set Up & Configuration Conversions TOTAL: Third Pa Hardware Software and Services 1 $2,320 1 $1,160 1 $8,700 2 $4,350 1 $13,050 t $0 1 $4,350 1 $4,350 1 $8,700 1 $1,160 1 $28,800 1 $14,400 1 $14,400 1 $14,500 1 $3,000 1 $2,000 1 $0 1 $0 $0 $2,320 $0 $1,160 S0 $8,700 $0 $8,700 $0 $13,050 $0 $0 $0 $4,350 $0 $4,350 $0 $8,700 $0 $1,160 $0 $28,800 $0 $14,400 $0 $14,400 $0 $14,500 $0 $3,000 $0 $2,000 $0 $0 $0 $0 $23,400 $270,540 Description Year One Quantity Unit Price Total Unit Maintenance Maintenance Embedded Third Party Software Geo-File Maintenance Software (AreGIS for Desktop Standard) / per Workstation Red Hat Enterprise Linux Server (3-year subscription) 207803-001 1 Brother, Warranty, Rugged Jet, 3 year (Assure Premier Service; initial service plus three additional years). Lantronix UDS-1100 LB3690 / Brother, PocketJet, Rugged Jet, Vehicle Adapter - Cigarette Plug, 3 ft. LB3834 / Brother, Pocketjet, Rugged Jet, AC Charger RDM02U5 / Brother, Rugged. Jet, Paper, Thermal, premium, 36 rolls per case RJ42300L l Brother, Printer, Rugged Jet 4, Bluetooth 3rd Party Hardware Snub-Total- 3rd Party Software Sub-Total- 1 1 15 $16,500 $6,000 $2,500 $152 1 S175 15 $23 15 $50 15 a142 $16,500 $6,000 $2, 500 $2,280 $175 $345 $750 $2,130 15 $569 $8,535 $14,215 $25,000 2020-31128-2 - CAD.I Mobile CONFIDENTIAL ••:% Vier National City, CA LSA Agreement 110620.docx •• 15 $3,465 $1,260 $0 $0 $0 $0 $0 $0 $0 $3,465 $1,260 $o $0 $0 $0 $0 $0 $0 $0 $4,725 3 of 6 102 of 194 Less Discount. TOTAL: S umma ry Total Tyler Software Total Annual Fees Total Tyler Services Total Other Costs Total Third Party Hardware, Software and Services Travel and Living Expenses Summary Total Detailed Breakdown of Conversions Included in Summa Total One Time Fees $206,850 $270,540 $0 $39,215 $46,000 $562,605 S4, 725 $39,215 $0 Recurring Fees $43,439 $10,355 54,725 $58.519 Description Quantity Und Price Discount Total Data File Conversion Data Conversion Analysis and Assessment Base Conversion (One Source); Master Files including Master Name (Jackets); Addresses; and Narratives 1 Includes one source of data. Does not include everything the Name is linked to (e.g. tickets, arrests, etc.) Address Re -Verification 2020-311213-2 - OA{]_Modle ••::•. tyler National City, CA LSA Agreement 110620.docx •• TOTAL: 1 1 $3,000 $-15,000 $5.400 $0 $0 $3,000 $15,000 $0 $5,400 $23,400 CONFIDENTIAL 4 of h 16 103 of 194 Assumptions Personal Computers must meet the minimum hardware requirements for New World products_ Microsoft Windows 718.1110 32164 bit or later is required for all client machines_ Windows Server 201212016 and SQL Server 201212014/2016 are required for the Application and Database Server(s). New World product requires Microsoft Windows Server 201212016 and SQL Server 201212016, including required Client Access Licenses (CALs) for applicable Microsoft products. Servers must meet minimum hardware requirements provided by Tyler. The supported Microsoft operating system and SQL versions are specific to Tyler's release versions. New World product requires Microsoft Excel or Windows Search 4.0 for document searching functionality; Microsoft Word is required on the application server for report formatting. Tyler recommends a 100/1000MB (GB) Ethernet network for the local area network. Wide area network requirements vary based on system configuration, Tyler will provide further consultation for this environment. Does not include servers, workstations, or any required third -party hardware or software unless specified in this Investment Summary. Client is responsible for any third -party support_ Licensed Software, and third -party software embedded therein, if any, will be delivered in a machine readable form to Client via an agreed upon network connection. Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed_ Tyler's GIS implementation services are to assist the Client in preparing the required GIS data for use with the Licensed New World Software. Depending upon the Licensed Software the Client at a minimum will be required to provide an accurate street centerline layer and the appropriate polygon layers needed for Unit Recommendations and Run Cards in an industry standard Esri file format (Personal Geodatabase, File Geodatabase, Shape Files). Client is responsible for having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. If necessary Tyler will assist Client in creating the necessary polygon layers (Police Beats, EMS Districts and Fire Quadrants) for Unit Recommendations and Run Cards. Tyler is nol responsible for the accuracy of or any ongoing maintenance of the GIS data used within the Licensed New World Software. Client is responsible for any ongoing annual maintenance on third -party products, and is advised to contact the third -party vendor to ensure understanding of and compliance with all maintenance requirements All Tyler Clients are required to use Esri's ArcGIS Suite to maintain GIS data. All maintenance, training and ongoing support of this product will be contracted with and conducted by Esri. Maintenance for Esri's ArcGIS suite of products that are used for maintaining Client's GIS data will be contracted by Client separately with Esri. CAD Maintenance includes 2417 Support When Custom interface is included, Custom interface will be operational with existing third -party software. Any subsequent changes to third -party applications may require additional services. When StateINCIC is included, Client is responsible for obtaining the necessary State approval and any non -Tyler hardware and software_ Includes state -specific standard forms developed by Tyler. Additional forms can be provided for an additional fee_ Unless a Workstation License is included, New World CAD includes 8 licenses. ••::•. tyler National City, CA LSA Agreement 110620.docx •• e - 17 104 of 194 • •••'•••••• tyler • • technologies Exhibit B Invoicing and Payment Policy We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement. 1. Tyler Software. 1.1 License Fees: License fees will be invoiced 100% on the Effective Date. 1.2 Maintenance and Support Fees (including Esri and Embedded Third Party Software): Year 1 maintenance and support fees are waived one (1) year from the Effective Date. Year 2 maintenance and support fees, at the rate listed in the Investment Summary, are payable one year from the Effective Date. Subsequent maintenance and support fees, at our then -current rates, are invoiced annually in advance of each anniversary thereof. 1.3 Subscription Fees: Your initial 3-year subscription fees for RedHat, as identified in Exhibit 1, will be invoiced when we make the product available to you. Subsequent subscription fees for Red Hat are renewable directly through Red Hat Support (renewals@redhat.com). 2. Professional Services. 2.1 Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. 2.2 Conversions: Fixed -fee conversions are invoiced 50% upon acceptance of the Conversion Analysis Document, and 50% upon initial delivery of converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis. 2.3 Requested Custom Software Interfaces: Requested custom software interfaces are invoiced 100% upon initial delivery of the interface. 2.4 Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment will be due upon delivery of the Implementation Planning National City, CA LSA Agreement 110620.docx ••:;:•. tyler 18 105 of 194 document. Dedicated Project Management services, if any, will be billed monthly in arrears, beginning on the tenth day of the month immediately following initiation of project planning. 3. Other Services and Fees. 3.1 Brazos Hosting Fees: Hosting fees for the Brazos software are invoiced annually in advance, beginning on the Effective Date. Year 1 fees are at the rates set forth in the Investment Summary. Subsequent annual fees will be at our then -current rates. 3.2 New World Hosting Fees: Hosting Fees for the Tyler Software identified on the Investment Summary are invoiced annually in advance on the Effective Date and will renew automatically for additional one (1) year terms at our then -current Hosting Services fee, unless terminated in writing by either party at least thirty (30) days prior to the end of the then -current term. 4. Third Party Products. 4.1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. 4.2 Third Party Software Maintenance (excluding Esri and Embedded Third Party Software): The first year maintenance fees for the Third Party Software, if any, is invoiced when we make that Third Party Software available to you for downloading. 4.3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery. 4.4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. 5. Expenses. The service rates in the Investment Summary include travel expenses for Tyler delivered services. Expenses will be billed as incurred and only in accordance with our then -current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests. Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available. Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AR@tylertech.com. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 19 106 of 194 • •••tyler :S. • technologies Exhibit B Schedule 1 Business Travel Policy 1. Air Travel A. Reservations & Tickets The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted. Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory. When booking less than seven (7) days in advance, management approval will be required. Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for "Basic Economy Fares" because these fares are non-refundable and have many restrictions that outweigh the cost -savings. B. Baggage Fees Reimbursement of personal baggage charges are based on trip duration as follows: • Up to five (5) days = one (1) checked bag • Six (6) or more days = two (2) checked bags Baggage fees for sports equipment are not reimbursable. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 20 107 of 194 2. Ground Transportation A. Private Automobile Mileage Allowance — Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. B. Rental Car Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a "mid -size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined. C. Public Transportation Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately. D. Parking & Tolls When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented. 3. Lodging Tyler's TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy. Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 21 108 of 194 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed. 4. Meals and Incidental Expenses Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem. Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of Defense and will be determined as required. A. Overnight Travel For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below. Departure Day Depart before 12:00 noon Depart after 12:00 noon Return Day Lunch and dinner Dinner Return before 12:00 noon Breakfast Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows: • Breakfast 15% • Lunch 25% • Dinner 60% B. Same Day Travel Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.* *7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 22 109 of 194 5. Internet Access — Hotels and Airports Employees who travel may need to access their e-mail at night. Many hotels provide free high speed Internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable. 6. International Travel All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the "lowest practical coach fare" with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed. When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable. The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable. Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 23 110 of 194 • •••••• t ler • technologies Exhibit C Maintenance and Support Agreement We will provide you with the following maintenance and support services for the Tyler Software. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement. 1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Effective Date, and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then -current term. 2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended. 3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then -current Support Call Process: 3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void; 3.2 provide support during our established support hours, currently Monday through Friday from 8:00 a.m. to 9:00 p.m. (Eastern Time Zone). Emergency 24-hours per day, 7 days per week, support for New World Public Safety CAD only. After 9:00 p.m., the New World CAD phone support will be provided via pager and a support representative will respond to CAD service calls within 30 minutes of call initiation. 3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services; 3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and 3.5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 24 111 of 194 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes. 5. Hardware and Other Systems. If you are a self -hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement. In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software: (a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non -Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third -Party Software, if any); and (c) You will perform daily database backups and verify that those backups are successful. 6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then -current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) weeks' advance notice. 7. Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C at Schedule 1. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 25 112 of 194 National City, CA LSA Agreement 110620.docx • •••••• t ler • technologies Exhibit C Schedule 1 Support Call Process If, after you have cut over to live production use of the Tyler Software, you believe that the Tyler Software is Defective, as "Defect" is defined in the Agreement, then you will notify us by phone, in writing, by email, or through the support website. Please reference http://www.tylcrtcch.comiclicnt-support for information on how to use these various means of contact. Documented examples of the claimed Defect must accompany each notice. We will review the documented notice and when there is a Defect, we shall resolve it at no additional cost to you beyond your then -current maintenance and support fees. In receiving and responding to Defect notices and other support calls, we will follow the priority categorizations below. These categories are assigned based on your determination of the severity of the Defect and our reasonable analysis. If you believe a priority categorization needs to be updated, you may contact us again, via the same methods outlined above, to request the change. In each instance of a Priority 1 or 2 Defect, prior to final Defect correction, the support team may offer you workaround solutions, including patches, configuration changes, and operational adjustments, or may recommend that you revert back to the prior version the Tyler Software pending Defect correction. (a) Priority 1: A Defect that renders the Tyler Software inoperative; or causes the Tyler Software to fail catastrophically. After initial assessment of the Priority 1 Defect, if required, we shall assign a qualified product technical specialist(s) within one business (1) hour. The technical specialist(s) will then work to diagnose the Defect and to correct the Defect, providing ongoing communication to you concerning the status of the correction until the Tyler Software is operational without Priority 1 defect. The goal for correcting a Priority 1 Defect is 24 hours or less. (b) Priority 2: A Defect that substantially degrades the performance of the Tyler Software, but does not prohibit your use of the Tyler Software. We shall assign a qualified product technical specialist(s) within four (4) business hours of our receipt of your notice. The product technical specialist will then work to diagnose and correct the Defect. We shall work diligently to make the correction, and shall provide ongoing communication to you concerning the status of the correction until the Tyler Software is operational without Priority 2 Defect. The goal for correcting a Priority 2 event is to include a correction in the next Tyler Software release. ••:;:•. tyler 26 113 of 194 (c) Priority 3: A Defect which causes only a minor impact on the use of the Tyler Software. We may include a correction in subsequent Tyler Software releases. National City, CA LSA Agreement 110620.docx ••:;3H tyler • 27 114 of 194 • ••..tyler• • technologies Exhibit D Third Party End User License Agreement REMAINDER OF PAGE INTENTIONALLY LEFT BLANK National City, CA LSA Agreement 110620.docx ••:;:•. tyler 28 115 of 194 END USER LICENSE AGREEMENT RED HAT r ENTERPRISE LINUXID AND RED HAT APPLICATIONS redhat. PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING SOFTWARE FROM RED HAT. BY USING RED HAT SOFTWARE, YOU S'GNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS END USER LICENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE RED HAT SOFTWARE THIS END USER LICENSE AGREEMENT DOES NOT PROVIDE ANY RIGHTS TO RED HAT SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REVIEW YOUR SERVICE OR SUBSCRIPTION AGREEMENT{Sl THAT YOU MAY HAVE WITH RED HAT OR OTHER AUTHORIZED RED HAT SERVICE PROVIDERS REGARDING S ERViC ES AND ASSOCIATED PAYMENTS_ This end user icense agreerrer°t ('EULA') governs the use of any of the versions of Red Hat Enterprise Linux. certain other Red Hat software applications that include or refer tc t.^s license, and any related updates, source code, appearance, structure and organization (the 'Programs'), regardless of the delivery median sm. License Grant. Subject to the following terms, Red Hat. Inc. ('Red Hat') grants to you a perpetual. worldwide license to the Programs (most of which include multple software components) pursuant to the GNU General Public License v2. The license agreement for each software component is located im the software component's source code and permits you to run. copy. modify, and redistribute the software component (subject to certain obligations n same cases), both in source code and binary code forms. with the exception of (a) certain binary only firmware components and (b) the images identified in Section 2 below. The license rights for the binary only firmware compcnems are located with the components themselves. This EU LA pertains solely to the Programs and does not limit your rights under, or grant you eighth that supersede, the license terms of any particular component 2_ intellectual Property Rights. The Prograrns and each of their components are owned by Red Hat and other licensors and are protected under copyrght taw and under other laws as applicable_ Tide to the Programs and any component, orb:. any copy. modification. or merged portion shall remain with Red Hal and other licensors, subject to the applicable license. The 'Red Hat` trademark and the'Shadowman' logo are registered trademarks of Red Hat in the U.S. and other comities. This EULA does not permit you to distribute the Programs or their components ustig Red Hat's trademarks. regardless of whether the copy has been modified. You may make a commeitial redistribution of the Programs only if (a) permitted under a separate written agreement with Red Hat authorizing such commercial redistribution. or (b) you remove and replace all occurrences c€ Red Hat trademarks. Modifications to the software may corrupt the Programs. You should read the information found at jrtte,4hrxw redhat.co Wahout'comoorateiYrademarki before distributing a copy of the Programs. 3_ Limited Warranty. Except as specifira'y slated in t- is Section 3.. a separate agreement with Rec Hat, or a license for a particular component, to the maximum extent permitted under applicable law, the Programs and the components are provided and licensed "as is without warranty of any kind. expressed or implied. including the implied warranties of merchantability. non -infringement or fitness for a particular purpose. Red Hat warrants that the media on which the Programs and the components are provided wi be free from defects materials and manufacture under normal use for a period of 30 days from the date of delivery to you. Neither Red Hat nor its affiliates warrants that the functions ocntaiied it the Programs will meet your requirements or that the operation of thePrograms wit be entirely error free, appea' or perform precisely as described in the accompanying documentation, or comply with regulatory requirements. This warranty extends only to the party that purchases subscription services for the Programs from Red Hat and!or its affiliates or a Red Hat authorized' distributor. 4_ Limitation of Remedies and Liability. To the maximum extent permitted by applicable law, your exclusive remedy under this EULA is to return any defective media within 30 days of delivery along with a copy of your pa}mem receipt and Red Hat at Is option. will replace it or refund the money you paid for the media. To the maximum extent permitted under applicable law, under no circumstances will Red Hat, its affiliates, any Red Hat authorized distributor, or the licensor of any component provided to you under this EULA be liable to you for any incidental or consequential damages, including lost profits or lost savings arising out of the use or inability to use the Programs or any component. even if Red Hat, its affiliates, an authorized distributor andior licensor has been advised of the possibility of such damages. In no event shall Red Hat's or its affiliates' liability, an authorized distributor's liability or the liability of the licensor of a component provided to you under this EULA exceed the amount that you paid to Red Hat for the media under this EULA 5_ Export Control. As required by the laws of the United Slates and other comities. you represent and warrant that you: (a) understand that the Programs and their components may be subject to export controls under the U.S. Commerce Department's Export Administration Regulations ('EAR'); (b) are not located in a prohibited destnation country under the EAR or U.S. sanctions regulations (currently Cuba, Iran, Iraq, North Korea, Sudan and Syria, subject to change as posted by the United States government); (c) will not export re-export or transfer the Programs to any prohbited destnation or persons or entities on the U_S. Bureau of Industry and Security Denied Parties List or Entity List. or the U.S_ Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons. or any similar lists maintaned by other countries, without the necessary export license(s) o aitho zation(s); (d) wit not use or transfer the Programs for use in connection with any nuclear, chemical of biological weapons, missile technology, or military end -uses where prohibited by an applicable arms embargo, finless authorized by the relevant government agency by regulation or specific license; (e) understand and agree that if you are in the Urerted States and export or transfers the Programs to eligible end users. you will. to the extent required by EAR Section 740.17{e), submit semi-annual reports to the Commerce Department's Bureau of Industry and Security. which include the name and address (including country) of each transferee; and (f) understand that countries including the United States may restrict the import. use. or export of encryption products (which may include the Programs and the components) and agree that you shall be sdely responsible for compliance with any such import use, or export restrictions. End User license Ag eemierlt Page i of Red Hat Enterprise Ltiut'&,and Red liar,,opn4-atkxns h7c•ieT.7er2010 National City, CA LSA Agreement 110620.docx • ••:;:•. tyler 29 116 of 194 H. Third Party Programs. Red Hat may distribute third party software programs with the Programs that are not part of the Programs. These third party programs are not required to run the Programs, are provided as a convenience to you, and are subject ID their own license terms. The license terms either accompany the third party software programs or can be viewed at htto:terww.rec3bat.cornrlicensesMh'rdoartan'eula.html. H you do not agree to abide by the applicable license terms for the third party software programs, then you may not install them. If you wish to install the third party software programs on more than one system or transfer the third party software programs to another party. then you must cent= the fic ensor of the applicable third party software programs. 7. General H any provision of this EULA is held to be unenforceable. the enforceability of the rernaning provisions shall not be affected. Any thin, controversy or dispute arising under or relating bo this EULA shal be governed by the Taws of the State of New York and of the United States, without regard to any conflict of laws provisions. The rights and obligations of the parries to this EUCA shall not be governed by the United Natoas Convention on the International Sale of Goods_ Cape t C 1-11 Poet Hat, Inc. N riaM reserved. 'Red Far and Ite Red :-tut chsdir,ant° loge are reattTd trademarks et Rea: Hat, 1m Rims s a regldere'd trademark d Urals Tamed ds. N or ertradervks are Me rr 5tj of their reX.icI've ewers. Era User Manse Agree rrlerrt Rage 2 or 2 Rea Havel Errrerpr1se Ltblurt. and Red Jfar A,ppRcaGTns hk1^rember20TO National City, CA LSA Agreement 110620.docx • ••:;:•. tyler 30 117 of 194 • ••::•. tyler . f� • technologies Exhibit E Professional Services 1. Project Management Services We shall act as Project Manager to assist you in implementing the Tyler Software. Project Management Services include: a) Developing an Implementation Plan; c) Providing revised Implementation Plans (if required); d) Providing monthly project status reports; and e) Facilitating project status meetings • a project review (kickoff) meeting at your location • progress status meeting(s) during implementation via telephone conference or at your location; and • a project close-out meeting at your location to conclude the project. f) Consultation with other vendors or third parties, if necessary. 2. Implementation and Training Support Services Implementation and training support services have been allocated for this project as described in the Investment Summary. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended implementation and training support services include: a) implementation of the Tyler Software; b) Training you or assisting with your training on the Tyler Software; and c) tailoring of Tyler Software by our technical staff and/or consultation with our technical staff. The project management, implementation and training support services provided by us may be performed at your premises and/or at our headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). 3. Interface and/or Fixed Installation Services We shall provide interface installation services as described in the Investment Summary. Our GIS implementation services are to assist you in preparing the required GIS data for use with the Tyler Software. At a minimum, you will be required to provide an accurate street centerline layer and the appropriate polygon layers needed for Unit Recommendations and Run Cards in an industry standard ESRI file format (Personal National City, CA LSA Agreement 110620.docx ••:;:•. tyler 31 118 of 194 Geodatabase, File Geodatabase, Shape Files). You are responsible for having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. If necessary, we will assist you in creating the necessary polygon layers (Police Beats, EMS Districts and Fire Quadrants) for Unit Recommendations and Run Cards. We are not responsible for the accuracy of or any ongoing maintenance of the GIS data used within the Tyler Software. 4. Hardware Quality Assurance Service We shall provide Hardware Systems Assurance of your server(s). a) Hardware Quality Assurance Services (High Availability Environment): Hardware Systems Assurance and Software Installation: - Assist with High Level System Design/Layout - Validate Hardware Configuration and System Specifications - Validate Network Requirements, including Windows Domain - Physical Installation of our Application Servers - Install Operating System and Apply Updates - Install SQL Server Standard and Apply Updates - Install New World Applications Software and Apply Updates - Establish Base SQL Database Structure - Configure System for Electronic Customer Support (i.e. NetMeeting) Tune System Performance Including Operating System and SQL Resources - Provide Basic System Administrator Training and Knowledge Transfer - Document Installation Process and System Configuration 5. Message Switch Operating System Assurance Service We shall provide Message Switch Operating System Assurance, which includes: a) Message Switch Operating System Assurance Services: Operating System Assurance and Software Installation Services: - Install and update Red Hat Linux Operating System - Build system user -ids and applicable authorizations - Migrate all Message Switch data from the old server to the new server (if applicable) - Verify all scripts are adjusted for new machine - Migrate all source code from old machine to the new machine - Compile New World Message Switch programs - Assure Message Switch operation in the live environment - Adjust any tables as needed during the assurance phase National City, CA LSA Agreement 110620.docx ••:;:•. tyler 32 119 of 194 • • ••••• tyler .• . • technologies Exhibit E Schedule 1 Data File Conversion Assistance We will provide conversion assistance to you to help convert the existing data files specified below. If additional files are identified after contract execution, estimates will be provided to you prior to us beginning work on those newly identified files. General 1. A data conversion analysis and assessment to verify the scope of effort for the project will be conducted. A revised cost estimate for the data conversion may be provided at the conclusion of the assessment. You may elect to cancel or proceed with the conversion effort based on the revised estimate. 2. This conversion effort includes data coming from one unique database or source, not multiple sources. 3. No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Any data cleansing, removal of duplicate records, or editing must take place by you prior to providing the data to us. Our Responsibilities 1. We will create and provide you with a conversion design document for signoff prior to beginning development work on the data conversion. No conversion programming by us will commence until you approve this document. 2. We will provide the data conversion programs to convert your data from a single data source to the Tyler Software for the specified files that contain 500 or more records. 3. As provided in the approved project plan for conversions, we will schedule on -site trips to your location in order to conduct the following: a. Conversion Analysis, b. Assistance for Mapping and Testing, and c. Conversion Go -Live Implementation and Support You will be responsible for travel expenses as set forth in the Invoicing and Payment Policy. 4. We will provide you up to three (3) test iterations of converted data. One test iteration consists of: a. Running a conversion test in your test environment, National City, CA LSA Agreement 110620.docx ••:;:•. tyler 33 120 of 194 b. Your reviewing a conversion test and responding in writing to us (see Client responsibilities paragraph 3 below), c. We correct or otherwise respond to issues discovered and reported by you, d. We will conduct internal testing to verify corrections, and e. Both parties planning for the next test iteration and/or the live implementation. 5. Tyler will provide warranty coverage for any conversion -procedure -related issue reported by Client to Tyler within thirty (30) days after the conversion is run in the live database. Client Responsibilities 1. Provide a current copy of the databases to be converted in one of the following formats: a. Microsoft SQL Server database b. Microsoft Access database c. Microsoft Excel spreadsheet d. An ASCII format delimited text file, including embedded column headers and text delimiters. 2. You will respond to each test iteration in writing, on a form provided by us, either: a. Indicating acceptance that the Data Conversion Process is ready for the final conversion, or b. Indicating a list of changes that need to be applied to the Data Conversion Process for the next test iteration. Up to three (3) test iterations are provided as part of the Data Conversion Process. After the third (3rd) test iteration, you shall pay our then -current flat fee for each additional test iteration. You will promptly review each test iteration when delivered by us. Prompt review by you will reduce the likelihood that a need for additional test iteration(s) may arise due to an extended delay between delivery of a test iteration and its review. 3. If available, provide a data dictionary (data descriptors) of the databases being converted. 4. As provided in the project plan for conversions, you will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever our staff is on site regarding conversions. Roughly a one to one ratio exists for your commitment and our commitment. You understand that thorough and timely testing of the converted data by your personnel is a key part of a successful data conversion. 5. You agree to promptly review and signoff on both the conversion design document, and on the final conversions after appropriate review. Only one data source will be converted for each of the files described in the Investment Summary, unless otherwise noted. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 34 121 of 194 • •••••• t ler • technologies Exhibit E Schedule 2 Customer Requested Standard Software Enhancements and/or Custom Software 1. Definition We will provide you requested standard software enhancements and/or custom software services as discussed below. You agree to cooperate in limiting the scope of those modifications and enhancements, as described below. An analysis and assessment to verify the scope of effort for these services will be conducted. A revised estimate for the enhancements/customizations may be provided at the conclusion of the assessment. You may elect to cancel or proceed with the enhancements/customizations based on the revised estimate. Capabilities included in the initial scope: a) Custom Software/Interface(s) While we will provide reasonable consultation, you are responsible for obtaining technical contacts and/or technical specifications from the third parties involved. (1) SDLaw Warrant Lookup (2) NetRMS Call -for -Service Export (3) ARJIS Call for Service Export 2. Methodology to Provide Enhancements and/or Custom Software a) Our Responsibility As part of our delivery of these services, we will: (1) Review the required features for the items set forth in paragraph 1, above, with you. (2) Prepare a Requirements Document (RD) to include: • Detailed description of the required feature • menu samples • screen samples • report samples National City, CA LSA Agreement 110620.docx ••:;:•. tyler 35 122 of 194 (3) Conduct the programming and programming test. (4) Provide the associated in -scope training, testing and/or other support services. For an enhancement or custom software requiring over seven (7) days of services, we will utilize the design document procedure described below. For enhancements or custom software that require less than seven (7) days of services, we will use a Request for Service (RFS) procedure. Both procedures are reviewed with you at a pre -installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. b) Design and Development Procedure Activity Targeted Time Period (1) We will work with your staff in completing the RD. You To be determined agree to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope (cost and schedule) of this project. (2) (3) We submit completed RD to you. You will review and sign off on the RD. Once you sign off on the RD, any subsequent changes must be documented along with the impact on pricing and schedule, if any. No programming will be done by us until the formal sign -off and your authorization to proceed in writing. (4) We complete programming from RD and provide the associated deliverable to you. (5) You test software modification based on RD. 3. Third Party Responsibilities To be determined To be determined To be determined To be determined a) The third -party will provide a documented API that will allow access to required data via a file transfer, web service, or TCP/IP. b) We will not be responsible for making any modification in the 3rd party software to support this interface. c) The third -party will work with us and you to test the interface. The custom interfaces we agree to deliver to you under this Agreement are set forth in the Investment Summary and in the Interface Control Document(s) (ICD) listed below. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 36 123 of 194 Interface Control Document (ICD) National City, CA Interface SDLaw Warrant Lookup Direction Query Third Party SDLaw Record Type NA Detailed Description Tyler Technologies will provide an interface that will allow users to query warrant data through the New World NCIC functionality. Assumptions 1. The third -party will provide a documented API that will allow access to required data via a file transfer, web service, or TCP/IP. 2. Tyler Technologies will not be responsible for making any modification in the 3rd party software to support this interface. 3. The third -party will work with Tyler Technologies and the customer to test the interface. For Internal Use Only: Practice Manager Craig Salyers Design and Development Hours 140 Deployment Hours 40 Trips Required 0 Interface NetRMS Call -for -Service Export Direction Export Third Party NetRMS Record Type Call for Service Detailed Description Tyler Technologies will provide an interface that will export call for service data from New World Public Safety to NetRMS. The transfer of data will be an automated batch process that will occur at a frequency configurable by the customer. The interface will support one transfer method and format. Data may be transmitted as a file, through a web service, as a TCP message or other agreed upon protocol. The interface will be limited to fields that exist in the New World module. No new fields will be added to the database or user screen. Assumptions 1. The third -party will provide a documented API that will allow access to required data via a file transfer, web service, or TCP/IP. 2. Tyler Technologies will not be responsible for making any modification in the 3rd party software to support this interface. 3. The third -party will work with Tyler Technologies and the customer to test the interface. Page 1 of 2 Sep 21, 2021 124 of 194 Interface Control Document Sedgwick County, KS For Internal Use Only: Practice Manager Craig Salyers Design and Development Hours 60 Deployment Hours 30 Trips Required 0 Interface ARJIS Call for Service Export Direction Export Third Party ARJIS Record Type Call for Service Detailed Description Tyler Technologies will provide an interface that will export call for service data from New World Public Safety to ARJIS. The transfer of data will be an automated batch process that will occur at a frequency configurable by the customer. The interface will support one transfer method and format. Data may be transmitted as a file, through a web service, as a TCP message or other agreed upon protocol. The interface will be limited to fields that exist in the New World module. No new fields will be added to the database or user screen. Assumptions 1. The third -party will provide a documented API that will allow access to required data via a file transfer, web service, or TCP/IP. 2. Tyler Technologies will not be responsible for making any modification in the 3rd party software to support this interface. 3. The third -party will work with Tyler Technologies and the customer to test the interface. For Internal Use Only: Practice Manager Craig Salyers Design and Development Hours 60 Deployment Hours 30 Trips Required 0 Page 2 of 2 Sep 21, 2020 125 of 194 • ••.tyler • technologies Exhibit F Additional Terms for New World Public Safety and Brazos Hosted Components We will provide you with the New World Public Safety and Brazos hosted components of Tyler Software indicated in the Investment Summary of this Agreement. The terms and conditions contained in this document only apply to our provision of those applications. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your License and Services Agreement. 1. Additional Definitions. The following definitions shall apply to this Exhibit: 1.1. "Hosted Components" means the New World Public Safety and Brazos hosted components of Tyler Software identified in the Investment Summary. 1.2. "Hosting Services" means the hosting services Tyler will provide for the Hosted Components for the fees set forth in the Investment Summary. Terms and Conditions for the Hosting Services are set forth in this Exhibit F. 1.3. "SLA" means the service level agreement applicable to the Hosting Services. A copy of Tyler's current SLA is attached hereto as Schedule 1. 1.4. "Third Party Services" means the services provided by third parties, if any, identified in the Investment Summary. 2. Hosting Terms for the Hosted Components. 2.1. We will either host or engage Third Party Services in order to host the Hosted Components set forth in the Investment Summary for the fees set forth therein. You agree to pay those fees according to the terms of the Invoicing and Payment Policy. In exchange for those fees, we agree to provide the Hosting Services according to the terms and conditions set forth in this Exhibit F, and the other applicable terms of the Agreement. If you fail to pay those fees, we reserve the right to suspend delivery of the applicable Hosting Services after advance written notice to you of our intention to do so. 2.2. In our sole discretion, we may elect to migrate the Hosting Services to a replacement system (including our own) and will undertake reasonable efforts to complete such transfer during maintenance windows as set forth in the SLA. We will undertake reasonable efforts to provide you with advance written notice of any such transfer. You agree to provide all reasonable assistance and access in connection with any such transfer. In the event the Hosted Components are transferred to our data center and we provide hosting services directly to you, the terms of the SLA will also apply. 2.3. The initial term for the Hosting Services is one (1) year. Thereafter, the term will renew automatically for additional one (1) year terms, unless terminated by either party at least thirty (30) days in advance of the upcoming renewal date. 2.4. Where applicable, we will perform or cause to have performed upgrades of the applications, hardware, National City, CA LSA Agreement 110620.docx ••:;:•. tyler 38 126 of 194 and operating systems that support the Hosting Services. These upgrades are performed in commercially reasonable timeframes and in coordination with third -party releases and certifications. We will make available information on industry -standard minimum requirements and supported browsers for accessing the Hosting Services. • e�� tyler National City, CA LSA Agreement 110620.docx ••• •}a 39 127 of 194 • ••.tyler • technologies Exhibit F Schedule 1 Service Level Agreement for Hosted Components Agreement Overview This SLA outlines the information technology service levels that we will provide to you to ensure the availability of the Hosting Services that you have requested us to provide. All other support services are documented in the applicable Support Call Process. All defined terms not defined below have the meaning set forth in the Agreement. Definitions Attainment: The percentage of time a service is available during a billing cycle, with percentages rounded to the nearest whole number. Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third -party providers over whom we exercise no control. Downtime: Those minutes during which the applicable software products are materially unavailable for your use. Downtime does not include those instances in which only a Defect is present. Service Availability: The total number of minutes in a billing cycle that a given service is capable of receiving, processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force Majeure. Service Availability The Service Availability of the applicable software products is intended to be 24/7/365. We set Service Availability goals and measures whether we have met those goals by tracking Attainment. Client Responsibilities Whenever you experience Downtime, you must make a support call according to the procedures outlined in the applicable Support Call Process exhibit. You may escalate through the hosting hotline. You will receive a support incident number. Any Downtime is measured from the time we intake your support incident. To track attainment, you must document, in writing, all Downtime that you have experienced during a billing cycle. For purposes of this Service Level Agreement, billing cycle shall be based on each calendar quarter. You must deliver such documentation to Tyler within thirty (30) days of a billing cycle's end. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 40 128 of 194 The documentation you provide must substantiate the Downtime. It must include, for example, the support incident number(s) and the date, time and duration of the Downtime(s). Tyler Responsibilities When our support team receives a call from you that a Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of a Client Error Incident or Force Majeure). We will also work with you to resume normal operations. Upon timely receipt of your Downtime report, outlined above, we will compare that report to our own outage logs and support tickets to confirm that a Downtime for which Tyler was responsible indeed occurred. We will respond to your Downtime report within thirty (30) days of receipt. To the extent we have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below. Client Relief When a Service Availability goal is not met due to your confirmed Downtime, we will provide you with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief Schedule below. Notwithstanding the above, the total amount of all relief that would be due under this SLA will not exceed 5% of the fee for any one billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption. A correction may occur in the billing cycle following the service interruption. In that circumstance, if service levels do not meet the corresponding goal for that later billing cycle, your total credits will be doubled, with equal relief being provided in that later billing cycle. Client Relief Schedule Targeted Attainment Actual Attainment Client Relief 100% 98-99% Remedial action will be taken at no additional cost to you. 100% 95-97% Remedial action will be taken at no additional cost to you. 4% credit of fee for affected billing cycle will be posted to next billing cycle 100% <95% Remedial action will be taken at no additional cost to you. 5% credit of fee for affected billing cycle will be posted to next billing cycle You may request a report from us that documents the preceding billing cycle's Service Availability, Downtime, any ••:;:•. tyler 41 National City, CA LSA Agreement 110620.docx 129 of 194 remedial actions that have been/will be taken, and any credits that may be issued. That report is available by contacting the hosting hotline through the support portal(s). Applicability The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and Force Majeure. We perform maintenance during limited windows that are historically known to be reliably low -traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you. When maintenance is scheduled to occur, we will provide approximately two (2) weeks' advance written notice to the contact information that you supply on your notification form. When emergency maintenance is scheduled, you will receive an email at that same contact point. Force Majeure You will not hold us responsible for meeting service levels outlined in this SLA to the extent any failure to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request that said failure be excused. That writing will include the details and circumstances supporting our request for relief with clear and convincing evidence pursuant to this provision. You will not unreasonably withhold your acceptance of such a request. National City, CA LSA Agreement 110620.docx ••:;:•. tyler 42 130 of 194 Updated: National City CA LSA Agreement 110620 (002) Final Audit Report 2021-02-25 Created: 2021-02-25 By: Ruth Ann Hines (ruthann.hines@tylertech.com) Status: Signed Transaction ID: CBJCHBCAABAArd8RXLXGfyvURBrjOoNHsystpCj9M6Ym "Updated: National City CA LSA Agreement 110620 (002)" Hist ory Document created by Ruth Ann Hines (ruthann.hines@tylertech.com) 2021-02-25 - 8:48:58 PM GMT- IP address: 68.40.141.227 Document emailed to Bryan Proctor (bryan.proctor@tylertech.com) for signature 2021-02-25 - 8:50:53 PM GMT Email viewed by Bryan Proctor (bryan.proctor@tylertech.com) 2021-02-25 - 8:55:07 PM GMT- IP address: 166.216.159.232 6''a Document e-signed by Bryan Proctor (bryan.proctor@tylertech.com) Signature Date: 2021-02-25 - 8:56:05 PM GMT - Time Source: server- IP address: 166.216.159.232 0 Agreement completed. 2021-02-25 - 8:56:05 PM GMT El Adobe Sign 131 of 194 1 [LESSEE] Lease Purchase Financing [Closing Date] Closing Documents 1. Master Lease Purchase Agreement — attach<.'Thr execution 2. Lease Schedule No. 1 — attached for exec' a. Equipment Description b. Payment Schedule — In: er to avoid a p ial rate adjustment, all closing documents must h• returned by ^r<`•,,k. ,':;>.i<. `rfry {;`. 3. Acceptance Certificate:;jedhire use 4. Escrow Agreement:; 5. Pay Proceeds Lotter •-' 6. TaxCertifica :[ached`itlion 7. Incumbency Ctfi-of Les, attached for execution 8. A aroval of Gov iing'' i3'dy of Le ' ' — Lessee to provide to closing 9. ' i tc i7lrz •, aunse[5 i7,Lessek*Lessee to provide prior to closing �...Cry,,,•,, '�:.. .,.:�..,... 10. IRS 1 W 86 ee to ide a signed copy prior to closing orm 803 8-G — Lessee to file the original with the Lessor with proof of mailing (post -closing) — Lessee to provide prior to any escrow disbursement SO/Title application — Lessee to provide prior to any disbursement ;enholder: BciCapital, Inc. Address: 390 N. Orange Ave., Ste. 2600, Orlando, FL 32801 dor Contract — Lessee to provide fully -executed version prior to any disbursement Payment/Performance Bond — Lessee to provide original prior to any disbursement Dual -obligee: BciCapital, Inc. 132 of 194 MASTER LEASE PURCHASE AGREEMENT This Master Lease Purchase Agreement (this "Agreement"), dated as of , 2020, is made and entered into by and between BciCapital, Inc. ("Lessor"), and the , a political subdivision of the State of ("Lessee"). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. LEASE OF EQUIPMENT; FUNDING 1.1. Lase; Possession and Use. Lessor hereby agrees to sello, Thfer and lease to Lessee, and Lessee hereby agrees to acquire, purchase and lease from Lessor the Operty described in each Lease Schedule (defined herein) executed and delivered by Lessor and Les g on the terms and conditions set forth herein, together with all attachments, additions, aceesslong, parts, raIrs, improvements, replacements and substitutions thereto (the "Equipment"). Each Lease exefttii0tid delivered by Lessor and .Lessee pursuant to this Agreement shall constitute a *rate and indeAtelit lease anctinstallment purchase of the Equipment described therein. This Agreemenel03not a commitni4by Lessof* enter into any Lease and nothing in this Master Lease shall behconstrue ‘Tacilnipose any obli449,fi#0;n Lessor to enter into any proposed Lease. The decision wheth Lsar-tpterS"ittitg,any Lease is ‘41tin Lessor's sole discretion. As used herein, (i) "Lease Schedulet eans a Sagdule btantiatIyAfAhe form attached as Exhibit A to this Agreement, together with all addertikriders, • achment eiti1is and exhibits thereto, as the same may from time to time be amnde4, modtt or sirlemented "Lease" means a Lease Schedule each together with this Agreement erms and kailitions of which are incorporatedtherein. 1.2. Funding. Unless otherwise pro44ed Iu the apPli*le Lease Schedule, in order to provide financing to pay the costs to Alike and insta )1;k e Eqtupinent §-Of forth in the applicable Lease Schedule (the "Etuvitasa.Prio_e"), Lesscii d ssee shalt,4:ecutC0deliveiran escrow agreement relating to such Schedule in form and substanee ant with scroW gent atigactory to Lessor (an "Escrow Agreement') If all conditions setprth in Sectiott, a'i74.agn, isfied in full or waived, then Lessor will deposit or cause to be depositk..;:94ari escrow fund under Jttted Escrow Agreement, or pay to Lessee an amount (which may include tThied investment Ornings bn) equal to the Purchase Price for the Equipment to be financed under th relaced ese Schell* Funding eunnts The,,funding of the Purchase Price and the performance by Lessor of any � its obligations puat1i6 any Lease, are subject to the satisfaction or waiver of the following: Fee „ted all of the following documents, which shall be reasonably satisfactoiy, in form and substance, to evidence of insurance coverage or self-insurance as required by the Lease; (2) an opinion ofLeWe's counsel and/or bond counsel to Lessee; (3) waivers of third parties holders of interests in the real proofty.' where the Equipment will be located, as Lessor may deem necessary; (4) copies of rest:dud,* Lessee's governing body, duly authorizing the Lease and the Escrow Agreement and incumbency certificates for the person(s) executing the Lease and the Escrow Agreement; (5) such documents and certificates as Lessor may request relating to federal tax -exemption of interest payable under the Lease, including (without limitation) IRS Form 8038-G or 8038-GC and evidence of the adoption of a reimbursement resolution or other official action in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the funding of the Purchase Price; (6) if the Purchase Price will be paid to Lessee (or vendor(s) or supplier(s) of the Equipment on behalf of Lessee), an acceptance certificate for the Equipment (substantially in the form attached as Exhibit B to this Agreement)(an "Acceptance Certificate"), and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. 1 133 of 194 (b) Lessee has executed and delivered to Lessor the Lease Schedule, its related Payment Schedule and the related Escrow Agreement (if applicable); (e) no Event of Default shall have occurred and be continuing under any Lease; (d) no material adverse change shall have occurred in the financial condition of Lessee; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (defined herein) ether than the respective rights of Lessor and Lessee as herein provided; and (0j all representations of Lessee in the Lease remain true, ael to and complete. 1,4, .Delivery, .Installation and Acceptance of Equipment see shall order each Equipment, shall cause the Equipment to be delivered and installed at the locations s i' ;t 1 ed q the applicable Lease Schedule and shall pay all taxes, delivery costs and installation costs, if any;?:., t lotion therewith. If the Purchase Price is deposited under an Escrow Agreement forte acquisition o<$e Equipment, such funds J.... shall be disbursed as provided therein. The insufficiency of pioeeds of any Le o pay`(lOusts of the Equipment subject thereto shall not affect Lessee'sLessee's .41j,g tions'i4 9.1. this Section , the Equipment described in such Lease Schedule is delivered, iris 1I f1 ccepfi Lessee shall pt tly execute and deliver to Lessor an Acceptance Certificate for tl :e quipme i 2. TERM 2.1. Term. The term of each Le to Leas si shall commence on the Lease Date set a°i ; forth in the applicable Lease Schedule and sl ._tef :hate ITS% ,synnent of the all Rental Payments, unless sooner terminated pursuant to t t ;Lease. 3. RENTAL PAYM131NITs 3.1, L yrnents. La , agri r h >Spay the rent payments ("Rental Payments") in the amounts and on the `'d t ach a "Payi 1e t.Date") as; pecified in the Payment Schedule attached to each Lease Schedule, A po . n o 4 h.Rental ent is paid as interest as specified in the Payment Schedule J1 r for each 4€t. All RAW Payme .cs all bey: ,,.,:id to Lessor, at such places as Lessor may from time to time des: de"by written ° ticet4 , I,pssee shall pay the Rental Payments with lawful money of the Unite0 tes of .America f ni treys 1ega11y available therefor. .ems The obligations of Lessee, including its obligation to pay the Rental Payments dui" ii y fTs iiu ear All constitute a current expense of Lessee for such fiscal year and shall not constitute an indebtedniits ortessee within the meaning of the Constitution and laws of the State of s==__ . (the "StatenfVE RENTAL PAYMENTS ARE TO BE MADE ONLY FROM LESSEE'S LEGALLY AVAILA:s:REVENUES APPROPRIATED ON AN ANNUAL BASIS, AND NEITHER LESSEE, THE STATM NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY ANY SUMS DUE UNDER A LEASE FROM THE COMPELLED LEVY OF AD VALOREM OR OTHER TAXES EXCEPT FROM THOSE LEGALLY AVAILABLEREVENUES APPROPRIATED BY LESSEE ON AN ANNUAL BASIS. Nothing herein shall constitute a pledge by Lessee of -the full faith and credit or taxing power of the Lessee. The person or entity in charge of preparing Lessee's budget will include in the budget request for each fiscal year the Rental Payments to become due during suchfiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental Payments is a governmental function which Lessee cannot 2 134 of 194 contractually eomnlit itself in advance to perform. Lessee reasonably believes that moneys in an amount sufficient to make all Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in the performance of its essential functions during the applicable Lease Terms, 3_3. Unconditional Rental Payments. Subject to Section 3.4 hereof: (a) Lessee's obligation to make Rental Payments and any other payments hereunder shall be absolute and unconditional; (b) Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes; (c) Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments; (d) Lessee's obligation to make Rental Payments or othepayments shall not be abated through accident„ unforeseen circumstances, failure of the Equipmentto&form as desired, damage or destruction to the E ui ment loss of possession ofthe Equipment or,o '`1escence ofthe Equipment; and q p � p,,�' (e) Lessee shall be obligated to continue to make payments required' by this Agreement reement if title to, or temporary use of, the Equipment or any part thereof shall be taken undee, rcise; '; the power of eminent domain, 3.4. lionappropriation. If during the then current aI. year of Lesse .1 ficienFunds are not appropriated to make Rental Payments required un i a asc for i ie following fig"' ''' (an "Event of Nonapproprktion"), Lessee shall be deemed not to: .ve r°e 14 +ed su ,ease for the fol pn uig fiscal year, `•,y;' rtie. .,fir:. ,.. and the .Lease shall terminate at the end of the thet urrent fig" :year, `a d esseey ball not be obligated to make Rental payments under the Lease bcYond th , Chien cur.rrnt fiscal `y' f liich funds have been appropriated, Upon an :Event of Nonappi;o` C ation, Le . sEta eturn the Iaq l nient subject to the Lease to Lessor in accordance with the requiredi :ott s= o£ Section 11 '3 Lessee shall notify Lessor in writing no later than 30 days following an Event of f\on j opriation t failure to provide such notice shall not operate to extend the Lease Term. If Lessee 'f'Ib ttrurn the'=applicable Equipment or otherwise comply with Section 11,3, the termirtt11t1?.;;,sha11 never f less 1 effectiv a but Lessee shall be responsible for the payment of damages in an adfiffi .qua1 to the Mount i e Rental Payments that would thereafter have come due if the Lease had not beh rrrt�f�E i d int ^ zhich u ;l ttributable to the number of days after which Lessee fails to coin y with Lessor, 'struoi ;for any other loss suffered by Lessor as a result of Lessee's failure to;•;;gdh actionsi'equired °Tlition, Lessor may, by written instructions to any escrow agent who is '#1d1it •oeeeds of`lh r Lease, insttuct such escrow agent to release all such proceeds and any earnings there i`: to I etf dty . Intei t other a#'unts due and pays coitditi t iroc :tir direct, of Lessee 4 .... ,:: of the Equipment (now ex „. • Lessee's obligations to pay all Rental Payments and all er each Nase and to perform and observe all covenants, agreements and olute or contingent, due or to become due or existing or hereafter arising) e hereby grants to Lessor a first priority, security interest in any and all ot!ereafter acquired) under each Lease, moneys and investments held from time to time the Escrow I{d under each Escrow Agreement and any and all proceeds of any of the foregoing..Lessee agrees xecute and deliver to Lessor all necessary documents to evidence and perfect such security interesi~'Y' hiding, without limitation, Uniform Commercial Code financing statements and any amendments thereto and certificates of title or certificates of origin (or applications thereof) noting Lessor's interest thereon. 4. PURCHASE AND PREPAYMENT 4.1. End of Lease Term. Lessee shall have the option to purchase all of the Equipment under a Lease upon the expiration of the Lease Term and payment in full of all Rental Payments then due and all other amounts then owing under the Lease, and the payment of $1.00 to Lessor. 3 135 of 194 4.2. Optional Prepayment. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any Payment Date as set forth in the applicable Payment Schedule , but only if and to the extent the Lease Schedule provides for such prepayment. Lessee shall give written notice to Lessor of its intention to exercise its option not less than thirty (30) days prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all Rental Payments and any other amounts then due or past due under such Lease, including the Rental Payment due on the Payment Date on which the option shall be effective, and the applicable Prepayment Price set forth in the applicable Payment Schedule (the "Prepayment Price"). 4.3, £ ces_s..Proceeds. Lessee's obligations under a Lease shaii;.;be prepaid in part from the excess proceeds of the Lease on the terms set forth in any Escrow Agreement pursuant to which proceeds of the Lease are being held. 4.4. Release of Lessor's Interest. Upon timely receipt, it required for the purchase of the Equipment subject to any Lease pursuant td-;, in whole of any Lease pursuant to Section 4.2, such Lease ;all terminate, ail' interest in and to the Equipment shall terminate, and Lessor sh 1I eiiver to Lesse' instruments as Lessee may reasonably request to evidep he termingltion of the Le in the Equipment, without warranty by or recours 5. REPRESENTATION, WARRANTIES AND COVEN 5,1, Representations and W:';;rs representations and warranties to Lessor wt' such Lease: (a) Lessee is a slt`stical sub of the Internal Revenue Code o Constitution and laws of the State' into this Agreement:ease and the its obligations underfgs``j ument an nsact atfa Tease. nds, of all amounts h 4.1 or the prepayment essor's right, title and such,: l iOiments and ssor's interest 'all be deemed to make the following ease, in each case as of the Lease Date for he State within the meaning of Section 103(c) the` de"), duly organized and existing under the nder the Constitution and laws of the State to enter templated hereby and thereby, and to perform all of The ex,t9,.tion atC3ivery i .his Agreement and the Lease Schedule have been duly authori 1 by'all necessai aet Am.'ss governing body and such action is in compliance with all public adding and other 5 d federa Flaws applicable to this Agreement and the acquisition and financii eof the Bq ipnient by Lessee. (c) This Agii'.. enl'd the Lease Schedule have been duly executed and delivered by and constitute the valid and bin l g obligations of Lessee, enforceable against Lessee in accordance with their respective terms. (d) The execution, delivery and performance of this Agreement and the Lease Schedule by Lessee does not (i) violate any State or federal law or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable to Lessee, or (ii) conflict with or result In the breach or violation of any term or provision of, or constitute a default under, anynote, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound. (e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority to enter into this 4 136 of 194 Agreement or the Lease Schedule or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or the Lease Schedule. (f) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments during the current fiscal year, and such moneys will be applied in payment of all Rental Payments due and payable during such current fiscal year. (g) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the applicable Lease Term. 5.2. Tax.Ccavenunts. (a) Lessee covenants and agrees that it will (i) cornpl`,and timely file an information reporting return with the Internal Revenue Service ("IRS") in accordanceth Sea"tt 149(e) of the Code; (li) not permit the Equipment to be directly or indirectly used. for a private li`ua Fuse within the meaning of Section 141 of the Code including, without limitation, � i ;. by private peis` s or entities ,pursuant to contractual arrangements which do not satisfy IRS guidelines )permitted mail went c rTtttacts, as the sanie may be amended from time to time; (iii) invest. d; reinvest fi ieys on deposit*:Cites i escrow fund related to each Lease from time to time in a martn :1 a°:'•`illnot .e'itm o such Lease to ;be classified as an "arbitrage bond" within the meaning of Section ' (a) of the' ` de; iv earnings in any such escrow fund to the federal gotljn .Trent if '>uired by" 148(f) of the Code and make the determOons an&Igaintai: ie records comply with all provisions and regulations a pbcable ftPf0. the interest component of the Rental Paym kls. rider eac Section 103 of the Code. ;.bate an,: i ,ount equal to excess ordance with, Section ed by the Code; and (v) hing and maintaining the excludability of rise from federal gross income pursuant to (h) If Lessor eith > ves notic , n anyl un, fronithe IRS; or (ii) reasonably determines, based can an opinion of independent i et Yxttsgl s ted by'1 :ssor that Lessor may not exclude the interest component of any Rental Pa en ;t llder 'ii' m federal gross income, then Lessee shall pay to Lessor, within thirtgl ,;.days after I t not see of such determination, the amount which, with respect to Rental .PaYi ` ; { t y, ously paid 1 taking i o account all penalties, fines, interest and additions to tax (including all fed ral, s tc an4 local f' ;imposed on the interest component of all Rental Payments under the;.i.. s..e due through the dirt r: uch ev` n t) that are imposed on Lessor as a result of the loss of the exclusi ii 3 Will restore to: sso tfrc saum• fler tax yield on the transaction evidenced by such Lease (assuiri. tax at the highest h1 ii ginal corporate tax rate) that it would have realized had the exclusion not been 1oit Additip M;tly,,.,.Lessc ;agrees that upon the occurrence of such an event, it shall pay additional rent to Les :icy twwecii;Rental Payment due date in such amount as will maintain such after tax yield to Lessor. Lessor's t` titermWtion of the amount necessary to maintain its after-tax yieldes provided in this subsection (h) shall Iyeonclusive (absent manifest error). 6. INSURANCE; CAS ' AND CONDEMNATION 6.1. , Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and its assigns from liability in all events, with a coverage of not less than $1,000,000 per occurrence unless specified differently in the related Lease Schedule, and (b) insurance against such hazards as Lessor may require, including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the Equipment or the applicable Prepayment Price. 5 137 of 194 6.2. Insurance Requirements. All insurance policies required by Section 6.1 shall be taken out and maintained with insurance companies acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage (including cancellation) the insurer must provide written notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each liability insurance policy shall be endorsed to name Lessor and its assigns as an additional insured party and each casualty and property insurance policy shall be endorsed to name Lessor and its assigns as loss payee, in each case regardless of any breach of warranty or other act or omission of Lessee. Lessee may self -insure against the risks deseribed in Section 6.1 with the prior written consent of Lessor. 7. ADDITIONAL ITIONAL OBLIGATIONS 7.1. ilae. .and Maintenance of Equipment. Lessee shall, 4 s s own expense, maintain the Equipment in good condition and proper working order, and sh 1.:.'in' ake all necessary repairs and replacements to keep the Equipment in such condition. The Equipmen '' ili be usedby y Lessee only forthe purpose of performing Lessee's essential governmental functions. Lessee" ll.. 'stall, use, operate or maintain the Equipment improperly, carelessly, in violation .ony manufacture`;' uidelines or in violation of any applicable law or regulation or in a manner contrary to't .;Ai contemplated''by is Agreement. Lessee �h; shall obtain and maintain all permits and licenses necessary' the installatioit;Yaltd; Aeration of the Equipment. Lessee shall have sole responsibility to; [`t a° Land ri r the Equipmeii',xr=`:essee shall keep (or in the case of Equipment constituting motor d, l} es, h se) the yl anent at the a dress specified in the related Lease Schedule; provided that Lessee' ;.h^,change'1 locatii is ,wh.c my Equipment is kept (or housed) with thirty (30) days prior written notici ': ,esso .specifying tl1'" ess of the new location. Lessee shall provide Lessor access at aili:• onable e examine an inspect the Equipment and �A. . old Y` .. N: d...:...d.. provide Lessor with such access to the Egli: ' ^ads may oasonably necessary to perform maintenance on the Equipment in the event of failure by I.e .ee to Ii orm its obligations hereunder. If Lessor reasonably determines that Lessee is not mainiai ing + of the L ipment in accordance with this Section, Lessor may an addition to ';;; ; :a.. remedi s:11 ma .,::;:axe re(q re Lessee to enter into maintenance contracts for such Equipment in .roved 6 ,essor` d with approved providers. vssments and other charges which are assessed or eieof, dh ,mg tithe Lease Term, whether assessed against Lessee .s that may lawfully be paid in installments over a period of only aita ;nstallments as accrue during the then current fiscal year 7,2. Ia es levied against the 1J'''`' or Lessor, With I'espe„ years, Les.spe; shall be d Ii'gated of the L ; Olken) for sue � affixor i impair the ai see shall' ';all yteor any pari;t Modificatio eSso1' ally "in e xes or cliff 'Equipment. Lessee will not, without the prior written consent of Lessor, ment or device on any of the Equipment if such addition will change or e, function or use of the Equipment. 7.4. Liens. Les shall not, directly or indirectly, create, incur, assume or suffer to exist any Y.J mortgage, pledge, lielleNtle, encumbrance or other claim with respect to the Equipment (each, a "Lien"), other than the respeet'&Fights of Lessor and Lessee as herein provided. Lessee shall promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time. 7.3. Financial Information. Lessee shall deliver to Lessor (i) its annual audited financial statements within 210 days after the end of each fiscal year, (ii) its annual budget the each fiscal year promptly following approval thereof, and (iii) such other financial statements and information relating to the ability of Lessee to satisfy its obligations under this Agreement and the Lease as may be reasonably requested by Lessor from time to time. 6 138 of 194 the customary services furni agrees that (a) all Equipment w with .Lessee's specifications fromla of any Equipment no obligation with {i manufacturer or Sup representa •p, guaran parties 1bt be bindi as an iO'dad beneficiary s 9. Ris 8, TITLE; NO WARRANTIES BY LESSOR 8,1, Title. During the Lease Term, legal title to all Equipment shall be in Lessee, subject to Lessor's interests under the applicable Lease Schedule and this Agreement. Upon an Event of Default or an .Event of Nonappropriation, title shall immediately vest in Lessor, free and clear of any right, title or interest of Lessee, 8.2. pr on l Property. The Equipment is and shall at all times be and remain personal property and not fixtures, 8.3. No Warranties. LESSEE ACQUIRES AND LEASES. ;E HE EQUIPMENT UNDER EACH LEASE "AS IS." LESSEE ACKNOWLEDGES THAT LES Q'DID NOT MANUFACTURE THE EQUIPMENT UNDER ANY LEASE. LESSOR DS NOT REPRESENT THE MANUFACTURER, SUPPLIER, OWNER OR DEALER, AI f ! ;LESSW, SELECTED THE EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT. LESSOI`NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OJ MERCHANT' ; ITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR AS 'MOE EQUIPM ? ''S VALU ? DESIGN, CONDITION, USE, CAPACITY OR DURABILITY,.,.LESS `:%4GREES THE CAUSE, LESSOR IS NOT RESPONSIBLE FO1 A 1 ,L.ESS WILL NOT AGAINST LESSOR FOR, ANY DAMAGES, V4 THEIt St Y'1 INDIRECT INCURRED BY LESSEE IN CO;F,CTION LEASE, NEITHER THE MANUFACTU R, SUP . EMPLOYEE OR AGENT OF THE •ti;+?;,FACTI1: AGENT OR HAS ANY AUTHORITY TO? * C TOR LI For and during the Lease Term under each Lelik elspr assi product warranties, express or plied, applica to'? ;.;conneetio ;s urc .s no liability= _.... '. any man represeri y. tl::made LESS OF ANY CLAIM ►NSEQ ENTIAL, DIRECT, SPECIAL OR .., TH T S QU NT UNDER ANY '•`DEALER ;°ANY SALESPERSON, �..a PPLIER OIi: DEALER IS LESSOR'S OR OR TO BIND LESSOR IN ANY WAY. 4.tx i o Lessee any manufacturer's or Supplier's 'I.:f uipriietfl and Lessor authorizes Lessee to obtain warranies at Lessee's sole expense. Lessee d by`L spr for the benefit of the Lessee in accordance y Less (b) Lessor is not a manufacturer or dealer ;sr installation of any Equipment, (c) Lessor assumes ipplier's product warranties or guaranties, (d) no Iv of said parties is an agent of Lessor, (e) any warranty, ny manufacturer or supplier or any representative of said the Lessor shall cause the supplier to identify the Lessee &ny. 9,1, Risk of .:::. ��� A'�s.between Lessee and Lessor, Lessee bears the entire risk of loss, theft, damage or destruction of i; Equipment in whole or in part for any reason whatsoever. No loss to any Equipment shall relieve L!> a from the obligation to make any Rental Payments or to perform any other obligation under any ;i Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 9. 9.2. Notice of Loss. If a casualty occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair thesame. 9.3. Application of Proceeds. If Lessor determines that any item of Equipment has suffered a casualty loss is beyond repair, then Lessee shall either: (a) immediately replace such Equipment with similar equipment in good repair, condition and working order free and clear of any liens and deliver to Lessor a purchase order, bill of sale or other evidence of sale to Lessee covering the replacement equipment, 7 139 of 194 in which event such replacement equipment shall automatically be Equipment under the applicable Lease, or (b) on the next scheduled Payment Date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rental Payment due on such date, plus (ii) an amount equal to the applicable Prepayment Price set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the .Prepayment Price to be paid by Lessee with respect to the such Equipment. 9.4. Claims and Expenses. Lessee shall bear the risk of loss for, shall pay directly and shall defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising under or related to any Equipmea ;.including, but not limited to, the possession, ownership, lease, use or operation thereof These oblig 8 of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risj «loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), dges or losses which arise directly from events occurring after any Equipment has been returned by Lessee%(Jesse ;i' accordance with the terms of the applicable Lease or which arise directly from the gross negli # r willful misconduct of Lessor. 10. ASSIGNMENT 10.1. Assignment by Lessor. Lessor n any Equipment or any Escrow Agreement (incl ri a assign a security interest in any Lease, its Tgipment3 thereunder), in whole or in part, to any plc any ti Any such assignee or lien holder (an "Assi``'' hail hair'' Lease and Escrow Agreement. LESSEE AO'' B t OT TO CLAIMS, ABATEMENTS, ,.SETOFFS, CC'4N7LAI SIMILAR DEFENSES WfII(fMAID•.'` Lessee in writing, any such asssactio under the applicable Lease. An as'sktmet.,rea 's Lease, its Equipm, ti,� r any Escr enforceable against' st .ly after Les: and address of eacki'''%:uc ``' sianee. assignment ;ln the f i acknow "'in writing atl. ssign'`;ahts,'i(,;and interest in`ind to any Lease, the esdigt iw fund''h eunde grand/or may grant or w Agreefit,00Pluding the escrow fund m time to tiii'li'v,+ithout Lessee's consent. of the rights of Lessor under the applicable ERT AGAINST ANY ASSIGNEE ANY 1?.ECOUPMENT OR ANY OTHER AINSAESSOR. Unless otherwise agreed by ase Lessor from any of Lessor's obligations nmenta any of Lessor's right, title or interest in a ree1#i .ncluding the Escrow Fund thereunder) shall be received written notice of assignment that discloses the name shall keep a complete and accurate record of all such with Section 149(a) of the Code. Lessee agrees to "so requested. Ass.ignmentdit Subleasing by Lessee. Neither this Agreement nor any Lease or any P'^ Slj4eased, sold, transferred, pledged or mortgaged byLessee. 11, EVENTS O1 DEFAULT;" MEld1LS 11.1. Events o a Lease shall constitut.6 atilt Defined. The occurrence of any of the following events with respect to vent of Default under the Lease: (a) Lessee's failure to pay any Rental Payment or other amount required to be paid to Lessor under the Lease within ten (10) days following the due date thereof, other than by reason of an Event of Nonappropriation; (b) Lessee fails to perform or observe any of its obligations under Section 6, 7.4 or 10.2 hereof; (e) With the exception of the above clauses (a) or (b), Lessee's failure to perform or abide by any condition, agreement or covenant with respect to the Lease for a period of thirty (30) days after written 8 140 of 194 notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration; (d) Lessee shall be in default with respect to the payment or performance of any indebtedness, liability or obligation to Lessor or any of its affiliates under any note, loan agreement, security agreement, lease, title retention or conditional sales agreement or any other instrument or agreement (including the occurrence of any Event of Default under any other Lease then held by Lessor), whether accelerated or otherwise and any applicable grace period with respect thereto has expired; (e) any statement, representation or warranty made by Leg to the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proat any time to have been false, misleading or erroneous in any material respect as of the time when nii Qr (f) Lessee applies for or consents to the appQxntment of a rec ':,.;z � trustee, conservator or liquidator of -Lessee or of all or a substantial part of its assets t s. petition for re1I lJ is filed by..Lessee under any federal er state bankruptcy, insolvency, moratorium or sin tiaf:;law. Remedies on Default. Upon the 0„,tencd ny EY of Default.wit fl spect to a Lease, y.. Lessor shall have the right, at its option and wit13'oi;any furt=<lemantl :r;;notica:tone or more or all of the following remedies with respect to the Lease: "< (a) .Lessor, with or without tei j t ng the as may declare all Rental Payments payable j1+.; under the Lease to the end of the then-curresa year o is see to be immediately due and payable by Lessee, whereupon such Rental., Payments shabeir'ediatel Rand payable. (b) Lessor may rei{ `.: &ee to pr ptly`r I all Equipment to Lessor in the manner set forth to Section 11.3 (and Lessee' es th%t.shal rso retur'in to Equipment), or Lessor may, at its option, enter upon the premises where any : la pmeitl +1 iced and repossess such Equipment without demand, without any court oide .other proces l' law ai Stout liability for any damage occasioned by such repossession, and 1,dssor'tthereafter=dpose of he Equipment. If Lessor terminates the Lease and disposes of any or all d.-e Eq emt, Lessf §fall apply the proceeds of any such disposition to pay the `; followin #1s In the f�l'Io ing of k,; i)all c lits and expenses (including, but not limited to, attorneys' fees) i .i, red in securingtimg0 "ri of` quipment; (ii) all costs and expenses incurred in completing the didiOgiti011 of the Equi IX1'ent; (iii) any sales or transfer taxes incurred in the disposition of the Egtiipm ni • a y.ltental P vients payable under the Lease to the end of the then -current fiscal year of Lessee; (v)'t ` tilsfan'ding, prit pal component of Rental Payments under the Lease; and (vi) any other amounts then due under tir9Lease' Any disposition proceeds remaining after the requirements of clauses (1), (ii), (iii), (iv), (v) and (vi)s ave been met shall be paid to Lessee. No deficiency shall be allowed against Lessee, except with ..res, . .0 any unpaid Rental Payments to the end of the then -current fiscal year of Lessee and unpaid ei s`'and expenses incurred by Lessor in connection with the repossession and disposition of the Equipment. (a) By written notice to any escrow agent that is holding proceeds of the Lease under an . Escrow Agreement, Lessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Lease; or (d) Lessor may exercise any other remedy available, at law or in equity, with respect to such Event of Default., Lessee shall pay the reasonable attorneys' fees and expenses incurred by Lessor in exercising any remedy hereunder. 9 141 of 194 11,3. Return of Equipment Release of Lessee's Interest. Upon termination of any Lease prior to the payment of all Rental Payments or the applicable Prepayment Price (whether as result of an Event of Nonappropriation or Event of Default) thereunder, Lessee shall, within ten (10) days after such termination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the condition required by Section 7; (b) if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled, disassembled and crated by an authorized manufacturer's representative or such other servioe person as is satisfactory to Lessor; (c) return such Equipment to a location in the continental United States specified by Lessor, freight and insurance prepaid by Lessee; and (d) comply with any additional return conditions specified in the Lease Schedule. Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal ti*11;,,and ownership to Lessor and termination of Lessee's interest in the Equipment. With respect to any provision of the Agreement requiring Les ,o return 1,11 or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equO'npt tpl:ls'sor, Lessee agrees to voluntarily do so. In the event that Lessee fails or refuses to return or trans) it th uipment or title thereto voluntarily as set forth above, Lessor acknowledges that the` Bement does n d shall not create a right in. Lessor to involuntarily dispossess Lessee of title to or posse 'an of all or any" 'it Alof ttuipment. . 11 A. Late Charge. To the extent perm on any Rental Payment not paid on the date mfg.' in the applicable Lease Schedule plus 5% per annuir is less (the ''Default Rate"), from such dal% ,cable'(; ;. Lessee shall 15anessor a charge at a rat:O'gqual to tb nterest rate set forth Yum amdq?pi:ti�ied by law, whichever 11.5, No Remedy Exclusive. Ea l ; o %C%e, righti. remedies under this Agreement and each Lease is cumulative and may be enforced sti;;aratl,;or coritsrrently. No course of dealing or conduct between Lessor and Lessee shallbe effective t0bend edify or i nge any provisions of this Agreement or any Lease, No failure or d l b :e sor to in upon>; xe strict' performance of any term, covenant or agreement of the Agreement or y;I a i ;t9r to 'i ercise t ' right, power or remedy consequent upon a breath thereof; shall„constitute a wa `i' rofa : nehi rm, covenant or agreement or of any such breach, or preclude Lessor frog' rising any ' . ;right,` owe or remedy at any later time ortimes. 11.6. Costs` did At .; ' Fees. ` pn the occurrence of an Event of Default, Lessee agrees to a to 1,11 =,: , pay o:;,., :.ar reimbuit` _Lessor; adds i to all other amounts payable hereunder, all of Lessor's cots o ' iil8otion, includntg reaso aQ ,peys' fees, whether or not suit or action is filed thereon. Any such 40 shall be immedial xl line and payable upon written notice and demand given to Lessee, shall be secuied` ,-tih1s A'.rne ,ent ut i 1:.paid, and shall bear interest at the Default Rate, In the event suit or action is institut 'd:'+.°°4";'g;?;f t'iterms of this Agreement, the prevailing party shall be entitled to recover from the other party such's* aitthe court may adjudge reasonable as attorneys' fees at trial and on appeal of such suit or action or in bankruptcy proceeding, in addition to all other sums provided by law. 12. MISCBLLANEOUS� ° '�1SIONS 1 2.1. Notices. All written notices to be given under this Agreement shall be given (a) personally, (b) by (nail hi registered or certified form, with postage prepaid, or (c) by overnight courier, charges prepaid, in each case to the party entitled thereto at its address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time to time, and to any assignee at its address as it appears on the registration books maintained by Lessee. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail, 24 hours after deposit with a courier, or, if given by other means, when delivered. 10 142 of 194 12.2. Binding Effect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically, as used herein the terra "Lessor" means, with respect to a Lease, any person or entity to whom Lessor has assigned its right to receive Rental Payments under such Lease. 12.3. amicability. In the event any provision of this Agreement or any Lease shall be held invalid or trnenforeeable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 12.4. EntireAgreement; Amendments. Each Lease constitutes the;ntire agreement of the parties with respect to the subject matter thereof and supersedes all prior;: d'' contemporaneous writings, understandings, agreements, solicitation documents and representatoyexpress or implied. Each Lease may be amended or modified only by written documents duly authorize. ;gxecuted and delivered by Lessor and Lessee. 12.5. Captions. The captions or headings in this' 4 r ement are forTynyenience only and in no way define, limit or describe the scope or intent of any provisid , Articles, Secf1' ;ar claugg iereof. 12,6. Further _Assurances and Correetly ' t""" T` ; ts. LaaS r and Lessee agree that they will, from time to time, execute, acknowledge and deli or causdi be exeoted, ackn Medged and delivered, such supplements hereto and such further instrume >as may.easonab1y b e.,; ed to effect, confirm, establish, reestablish, continue or compl t `;the inter f L ; or in this '; C4Stiient and each Lease, to ai•- ��. i r., .yr•s. .r. consummate the transactions contemplate d% 1 reby and t1ii ;e �j'and to carry out the purposes and intentions of this Agreement and each Lease. 12.7, Ooyerning L his Agreen1 sliii ;bp goveriiiLhy and construed in accordance with the laws of the State, 12,8. Usury. It is the inteh$;ipn of a j s hereto'°to comply with any applicable usury laws; accordingly, it is a d that, notwi ;tendin ovisions to the contrary herein or in any Lease Schedule, in no evdr;t; is Agree"t or any' ase hereunder require the payment or permit the collection of interest -i ,.an tot in the permitted,; �:sstr " when • the higst 1 that thei :plicable''#;, itd dal remains¢ e awful rate, the rest isttfl1 orm t 12.9.` Waiver waive any right to trial by je of this Agreement. ure of interest or fees in excess of the maximum amount xcess 1 :herest or fees shall first be applied to reduce principal, and In determining whether the interest paid or payable exceeds thount ofinterest shall be spread through the applicable Lease Term so ugh such term. r.1 i1. To the extent permitted by applicable law, Lessor and Lessee hereby in any action or proceeding with respect to, in connection with or arising out 12.10. USA Patriot Act Compliance Notification. Lessor hereby notifies Lessee that pursuant to the requirements of the USA PATRIOT Act (the "Patriot Act"), it is required to obtain, verify and record information that identifies Lessee, which information includes the name and address of Lessee and other information that will allow Lessor to identify Lessor in accordance with the Patriot Act. Lessee shall, promptly upon Lessor's request, provide all documentation and other information that Lessor requests in order to comply with its ongoing obligations under applicable "know your customer" and anti -money laundering rules and regulations, including the Patriot Act. 11 143 of 194 12.11. Relationship of Fatties. Lessee acknowledges and agrees that (i) this Agreement and each Lease and the transactions related thereto is an arm's-length commercial transaction between Lessor and Lessee, (ii) in connection therewith and with the discussions, undertakings, and procedures leading up to the consummation of this transaction, Lessor is and has been acting solely as a principal and is not acting as the agent, advisor or fiduciary of Lessee, (iii) Lessor has not assumed an advisory or fiduciary responsibility in favor of Lessee with respect to the transactions contemplated hereby or the discussions, undertakings, and procedures leading thereto (regardless of whether Lessor or any affiliate thereof has provided other services or is currently providing other services to Lessee on other matters) and Lessor has no obligation to Lessee with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement and any Lease, and (iv) Lessee has consulted its own legal, financial, and other advisors to the extent it has deemed appropriate. 12.12. filing of Leases. Lessee shall not file or sub or any portion this Agreement or any Lease, any documeilelted default, event of acceleration, termination event, waivst?�:,rt'tidificati relating to this Agreement or any Lease or any su 'lit' the foregoif Rulernaking Hoard ("MSRB") (or any successor t e' MSRB or similar"e #;„ document or portion thereof has been provided to`4h Lessor in advance for extent required by the Lessor and otherwise permitte ; ` pder appl :gable MSRB r law, if any. Lessor is not responsible far the Lessee's or disclosure obligations under any appiic::, ,ecurities law oar. 12.13. Counterparts. This Agre.,,• of counterparts, each of which shall be an`* hereto were upon the same;,' went, and iii shall not be necessary ta;; :..t:t"' < "8 ccount for laiav Lease g he same`; his Itfy's compliande`' agreement or undei'laking. ermit the filing or submission, of all his Agreement or any Lease, any terms or other similar events a.th the Municipal Securities or service) unless such rw and redaction to the :,or federal securities h any continuing ;,files may be executed in any number et as if the signatures thereto and ent and any Lease Schedules it couiYlfpart. 12.14, Electrof#i gnature r ' he parties, a that the electronic signature of a party to this Agreement and any Lease n dine € JI be as val 4 an original signature of such party and shall be effective to bin , puch pally k . i i t at and s'1 ;. Lease Schedule(s). The parties agree that any electronic ' 0,. went ' t ittlmg this greemeYk nd any Lease Schedule) shall be deemed (i) to be "w ? ,; ; `'a "in w th " {ii)`'Y lave been - ; and (iii) to constitute a record established and tnaWar ;1n the ordinary t dtt se of 1 mess and art'original written record when printed from electronic files. Suuh' - , er copies or `' p p.,j ;I:,. , '�l t,#i troduoed as evidence in any judicial, arbitral, mediation or administratWV "y';teeeding, will be imissibl ; , ibetween the parties to the same extent and under the same conditions as oth; iiginal busin records created and maintained in documentary form. Neither party shall contest the adifavgibility of tr. .nd accurate copies of electronically signed documents on the basis of the best evidence rii ei ; as not s tf tying the business records exception to the hearsay rule. For purposes hereof, "electronic si - na ', e' °E fls a manuallysigned original si nature that is then transmitted g �..:. � gg by electronic means; "transmit electronic means" means sent in the form of a facsimile or sent via the Internet as a "pdf ' (portable document format) or other replicating image attached to an e mail message; and, "electronically signed document" means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. [The remainder of this page is intentionally blank. Signature page follows.] 12 144 of 194 IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. Lessee BCICAPITAI,, INC. Lessor By: Name: Name: Title: Title: Address: Address: 390 N. Orange Ave., Suite 2600 Orlando, FL 32801 Attention: Attn: Michael Powers Senior Vice President Telephone: 1-rnall address: Telephone: (4I0) 458-5747 E-mail address: mike.powers@beicmg.com [Signature Page to Master Lease Purchase Agreement) 145 of 194 EXHIBIT A LEASE SCHEDULE NO. _ to Master Lease Purchase Agreement Dated [DATE] This Lease Schedule (this "Lease Schedule") relates to the Master Lease Purchase Agreement dated as of [DATE] (the "Agreement") between the undersigned Lessor and Lessee, together with the terms and conditions of the Agreement incorporated herein by reference, constitut .. a Lease. Unless otherwise defined herein, capitalized terms will have the same meaning ascribed t jifi in the Agreement. All terms and conditions of the Agreement are incorporated herein by referencq;, 1. E q iipnient Description. As used in the Lease, "Equipment" mean*, Exhibit 1 attached to this Lease Schedule and all attachments, additlo improvements, replacements and substitutions therel ` 2. P. tehase...Price. The Purchase Price for the in the Escrow Fund established pursue% among Lessor, Lessee and City National 3, entail ments; Lease Term. Date of this Lease and the Lease re to this Lease Schedule as Exhibit 2. 4. ] isential Use; Curren' essential to Lessee's' r pea' provides to its citizens, (f its govern n tal or propriett will not bti:: a trade o Equipment igIttt; present need a +s foz°' tq pure, Lease ;;eurre r<ft Lease, property described in ccessions, parts, repairs, which moil it1 be deposited Agreement dated as of [DATE] as es(r!_age ti be paid by. sSee to Lessor, the Lease Set forth on the Payment Schedule attached t of Less.Lesxepresenthat (a) the use of the Equipment is icient ate econofyie functioning or to the services that Lessee Yy 1. went Mil be used,;;by Lessee only for the purpose of performing ndfattcatistent with the permissible scope of its authority and rg.sineseatOky person or entity, and (c) the useful life of the pn the scat „ ull Lease Term of this Lease. Lessee has determined that a uipmetl? Inch need is not temporary or expected to diminish in the ands fo The full Lease Term: to use the Equipment; and to continue S. Cations Waif"'' ies and Covenants. Lessee hereby represents, warrants and covenants that war,ties and covenants set forth in the Agreement �ts`�'���'��i�iifs�`��xg cement are true and correct as though made on the t ate='oil' execution of this Lease Schedule. 6. Batti Qualified, see certifies that it has designated this Lease as a qualified tax-exempt obligation in'''iztifldance with Section 265(b)(3) of the Code, that it has not designated more than $10,000,000 of its obligations as qualified tax-exempt obligations in accordance with such Section for the current calendar year and that it reasonably anticipates that the total amount of tax-exempt obligations to be issued by Lessee during the current calendar year will not exceed $10,000,000. 146 of 194 IN WITNESS WHEREOF, Lessor has caused this Lease Schedule to be executed in its corporate name by its dilly authorized officer, and Lessee has caused this Lease Schedule to be executed in its name by its duly authorized officer. Lessee By: Name: Title: BCICAPITAL, INC. Lessor By: Name: Title: Address: Addr* 390 N. Orange ye., Suite 2600 • .••:.. ....,-..... Attention: Orlando, FL 32.. n: Michael Po Senior Vice ent Telephone: Email address: • Telephein (410) ail ess: mk boiemg.coni 147 of 194 Exhibit 1 Equipment Description [Describe Equipment and Purchase Location of Equipment: 148 of 194 Exhibit 2 Payment Schedule Annual Rate: Pnytnent Mita Payment Amount Enterem Principal BEIlanco Prepayment Antotiat Kinoling Date] $ pug DAtcl $ $ $ $ fthw Datol $ $ $ $ _ puo Dm] $ $ $ $$ TOTALS; $ $ $ $ 149 of 194 Form of ACCEPTANCE CERTIFICATE BeiCapital, Inc, 390 N. Orange Ave., Suite 2600 Orlando, FL 32801 EXHIBIT B Re: Lease Schedule No._ dated [DATE] (the "Lease Sche,,, ") to that certain Master Lease Purchase Agreement dated as of [Date] (the "Agree tti <<t" and tQ&ether with the Lease Schedule, -"Lease") between BciCapital, Inc., as Les1411' as Lessee Ladies and Geatloirten: I$ the undersigned, hereby certify that I a ni: i ' cluly'i lified ;sting officer a •f essee identified below and, with respect to the above -referenced' : ,se Schell` that: 1, The Equipment subject installed, is hi good working order and is before the date hereof. 2, Attached her ,;ltrue and c the Equipment, 3. Les ,.has approp sufficient to pay allry1Paymen Lessee, Such tnoneyg<C ill be ?;plie current fiscal year, and the Ld e. has been delivered and tcl has been fully accepted by Lessee on or 4)5 of theinufacturers' and dealers' invoices for ) other lawful actions necessary to provide moneys is ',lied to`'r under the Lease during the current fiscal year of d in p :t ent of aIi''Such Rental Payments due and payable duringsuch No event' ,cps7ltlon`'`tlonstitutes, or with notice or lapse of time, or both, would constitt an Event of Defa4 (s defined in the Lease) exists at the date Lessee By: Name: Title: 150 of 194 ESCROW AGREEMENT This Escrow Agreement (this "Agreement"), dated as of , 2018, by and among BciCapital, Inc. (and any successors and permitted assigns "Lessor"), , a body corporate and politic and a political subdivision existing under the laws of the State of ("Lessee"), and City National Bank of Florida, in its capacity as escrow agent hereunder ("Escrow Agent"). Reference is made to that certain Lease Schedule No. 1 dated , 2018 to that certain Master Leaser Purchase Agreement dated as of , 2018, each between Lessor and Lessee (hereinafter collectively referred to as the "Lease"), covering the acquisition and lease of certain Equipment described therein (the ""quipment"). It is a requirement of the Lease that the Pureh e Price ($ ) be deposited into a segregated escrow account under terms satisfactory,t Y ?) ;'essor, for the purpose of fully funding the Lease, and providing a mechanism for the application of :i amounts to the purchase of and payment for the Equipment. NOW, THEREFORE, in consideration of the mutua, p omises contahiM erein and other good and valuable consideration, the receipt and sufficiency of which `' ;;5liereby acknot;ged, the ,pities hereto agree as follows: 1. Creation of Escrow Account. ac purposes stated herein, for the benefit d accordance with the terms hereof. (b) The otherwise agreed upon between (a) There is hereby,create' ;;.>.an crow fun t'v;,xi` `he known as the Escrow Account scrotr ; r qp it") to be held 1 y`''the Escrow Agent for the ee, to be held, disbursed and returned in ds in a demand deposit account or as (e) ; ;y> Unless the # tiv A` ►t z earlier terminated in accordance with the provisions of paragraph (d) bet „, c ;ants in the i o Accost ,, ha11 be disbursed by the Escrow Agent in payment of amounts described 111: ei ti ?• hereof if receipt of written instruction(s) from Lessor, as is more fully described ii1.,,Section 2 fk :0of ff` he mounts-0,sloe Escrow Account are insufficient to pay such amounts, Lessee :s 'deposit ini' #;the la ( count any funds needed to complete the acquisition of the Equipii : it; Any moneys 5tcnTaii ng in � 0 Escrow Account on or after the earlier of (i) , 201_ (" `feiin *ion late") and (ii)r) `date on which Lessee executes an Acceptance Certificate shall be applied as provi a...5u (d) T ii sci'tiw Account shall be terminated at the earliest of (i) the final distribution of amounts in the Escrow A ount or (ii) written notice given by Lessor of the occurrence of a default or termination of the Leaser 4 to to non -appropriation. (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 herewith. In the event conflicting instructions as to the disposition of all or any portion of the Escrow Account are at any time given by Lessor and Lessee, the Escrow Agent shall abide by the instructions or entitlement orders given by Lessor without consent of the Lessee. 151 of 194 (� Unless the Escrow Agent is guilty of gross negligence or willful misconduct with regard to its duties hereunder, Lessee 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 expense, 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 Iaw 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 Lessee and Lessor shall be in disagreement about the interpretation of the Lease, 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 Lessee for all costs in connection with such civil action, and shall be fully protected in suspending all or part of its activities under the Lease until a final judgment in such action is received. (h) The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection with the opinion of such counsel. Lessee shall reimburse the Escrow Agent for all such reasonable costs and expenses. 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 its willful misconduct. (i) Lessee 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 Lease, or in connection with any dispute between Lessor and Lessee concerning the Escrow Account. (j) The Escrow Agent or any successor may at any time resign by giving mailed notice to Lessee and Lessor 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 Lessee and Lessor. 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 Lessor 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. 2. Acquisition of Equipment. (a) Acquisition Contracts. Lessee will arrange for, supervise and provide for, or cause to be supervised and provided for, the acquisition of the Equipment, with moneys available in the Escrow Account, Lessee represents the estimated costs of the Equipment are within the funds estimated to be available therefor, and Lessor makes no warranty or representation with respect thereto. Lessor shall have no liability under any of the acquisition or construction contracts. Lessee shall obtain all necessary permits and approvals, if any, for the acquisition, equipping and installation of the Equipment, and the operation and maintenance thereof. Escrow Agent shall have no duty to monitor or enforce Lessee's compliance with the foregoing covenant. 2 152 of 194 (b) Authorized Escrow Account Disbursements. It is agreed as between Lessee and Lessor that Disbursements from the Escrow Account shall be made for the purpose of paying (including the reimbursement to Lessee for advances from its own funds to accomplish the purposes hereinafter described) the cost of acquiring the Equipment. (c) Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved 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 I, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due and the manner of disbursement (check or wire), Each such requisition shall be signed by an authorized representative of Lessee (an "Authorized Representative") and by Lessor, 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 Lessee and Lessor Is delivered to it: I, Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule I; and 2. Delivery to Lessor true and correct copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 1.3 of the Lease and any additional documentation reasonably requested by Lessor. WHO and Lessor agree that their execution of the form attached hereto as Schedule I 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. 3. Deposit to Escrow Account. Upon satisfaction of the conditions specified in Section 1.3 of the Lease, Lessor will cause the Purchase Price to be deposited in the Escrow Account. Lessee agrees to pay any costs with respect to the Equipment in excess of amounts available therefor in the Escrow Account. 4. Excessive Escrow Account. Lessor shall provide Escrow Agent written instructions and a representation that one of the following conditions has been satisfied, (upon which representation Escrow Agent shall conclusively rely,) (a) the Termination Date; or (b) the date on which Lessee executes an Acceptance Certificate; or (c) upon a termination of the Escrow Account as otherwise provided herein. Upon receipt of suoh written instructions, any funds remaining in the Escrow Agreement shall be distributed by the Escrow Agent first, ten percent (10%) of the funds then remaining in the Escrow Account shall be disbursed to the Escrow Agent as its escrow agent fees ("Fees") and second, the remaining balance after deducting the Pees shall be disbursed to the Lessor and Lessor shall apply such funds to amounts owed by Lessee under the Lease. 5, Security Interest. The Escrow Agent and Lessee 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. Lessee hereby grants to Lessor a first priority perfected security interest in the Escrow Account, and all proceeds thereof. 6. Control of Escrow Account. In order to perfect Lessor's security interest by means of conttroI in (1) the Escrow Account established hereunder, (ii) all funds now or hereafter credited to the Escrow Account, (iii) all of Lessee's rights in respect of the Escrow Account, and (iv) all products, proceeds 3 153 of 194 and revenues of and from any of the foregoing personal property (collectively, the "Collateral"), Lessor, Lessee and Escrow Agent further agree as follows: (a) All terms used in this Section 6 which are defined in the Commercial Code of the State of Florida ("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 Lessor with respect to the Collateral, or any portion of the Collateral, without further consent by Lessee. (c) Provided that account investments shall be held in the name of the Escrow Agent, Escrow Agent hereby represents and warrants (a) that the records of Escrow Agent show that Lessee is the sole owner Of the Collateral, (b) 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 Lessor's claim pursuant to this Agreement, and (c) 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 Lessor under this Agreement and entitlement orders that Escrow Agent, subject to the provisions of paragraph (e) below, is obligated to accept from Lessee. (d) Without the prior written consent of Lessor, Escrow Agent will not enter into any agreement by which Escrow Agent agrees to comply with any entitlement order of any person other than Lessor or, subject to the provisions of paragraph (e) below, Lessee, with respect to any portion or all of the Collateral. Escrow Agent shall promptly notify Lessor 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, Lessee may affect the form of deposit account for the Collateral within the Escrow Account, but will not, without the prior written consent of Lessor, withdraw any Collateral from the Escrow Account. Escrow Agent acknowledges that Lessor reserves the right, by delivery of written notice to Escrow Agent, to prohibit Lessee from effecting any withdrawals (including interest income), 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 Lessor 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 Lessor, the amount of any obligations of Lessee to Lessor, the validity of any of Lessor's claims against or agreements with Lessee, the existence of any defaults under such agreements, or any other matter. (f) Lessee hereby irrevocably authorizes Escrow Agent to comply with all instructions and entitlement orders delivered by Lessor to Escrow Agent. (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 Lessee 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. 4 154 of 194 (i) Escrow Agent is hereby authorized and instructed, and hereby agrees, to send to Lessor at its address set forth in Section 8 below, concurrently with the sending thereof to Lessee, duplicate copies of any and all monthly Escrow Account statements or reports issued or sent to Lessee with respect to the Escrow Account. 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. 8. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease. 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 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. If to Lessor: If to Lessee: BciCapital, Inc. 390 N. Orange Ave., Suite 2600 Orlando, FL 32801 Attention: Michael Powers Attention: If to Escrow Agent: City National Bank of Florida 25 West Flagler Street Miami, FL 33130 Attention: Account Services 5 155 of 194 9, This Agreement shall be governed by and construed in accordance with the laws of the State of - 10. 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 Lessor may be merged or with which it may be consolidated, or any bank or corporation to whom the Lessor may transfer a substantial amount of its business, shall be the successor to the Lessor 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. 1 l., This Agreement may be amended, modified, and/or supplemented only by an instrument in writing executed by all parties hereto. [Signature Page hollows] 6 156 of 194 IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above written. BC.ICAPITAL, INC. as Lessor as Lessee By: By: Name: Name: Title: Title: CITY NATIONAL BANK OF FLORIDA as Escrow Agent Title: [Signature Page to Escrow Agreement] 157 of 194 SCHEDULE I to the Escrow Agreement FORM OF DISBURSEMENT REQUEST Re: Lease Schedule No._ dated [DATE] to that certain Master Lease Purchase Agreement dated as of [DATE], each between Lessor and Lessee (hereinafter collectively referred to as the "Lease") (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.) in accordance with the terms of the Escrow Agreement,,•,d as of [DATE] (the "Escrow Amine) by and among BciCapital, Inc., as lessor (and its successdi' nd permitted assigns, "Lessor"), [LESSEE] ('`Lessee") and City National Bank of Florida, as escrow dlt escrow Agent"), the undersigned hereby requests the Escrow Agent pay the following persons thYwing amounts from the Escrow Aunt created under the Escrow Agreement for tht; flowing purpos Payee's Name and Address (if disbursement via wire, must include wire transfer instructions) tfHNlAY� Invoice Nuirl;>> .•:.5.`f:' :: r,:' •: .l'S- Y:hj •<: ;,;.. llar Aint ,;:;:':'.. 1:'.::Y�•�nl�.f:::� ° r;_Ru'rpose ;;;:;. •.• i:•i. i7.4 '.. (a) Each'''', stated t1 ount, (b) the sa Equiptritxidentified in the L reimburs .._. iti the foregoing table has been incurred by Lessee in the propeettarge against the Escrow Account for costs relating to the e, and (c) has not been paid (or has been paid by Lessee and Lessee requests (II) Each item Equ fpment relating to an obligation specified in the foregoing table has been delivered, installed and awiled by Lessee. Attached hereto is a true and correct copy of the invoice with respect to such oblig$ (iii) The undersigned, as authorized representative of Lessee, has no notice of any vendor's, mechanic's or tither 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 Lessee is, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee). (v) The Equipment is insured in accordance with the Lease. 158 of 194 (vi) No Event of Default, and no event which with notice or lapse of time, or both, would become an went of Default, under the Lease has occurred and is continuing at the date hereof. (vii) The representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof, (vii) No material adverse change has occurred since the date of the execution and delivery of the Lease. Dated: [LESSEE] By: Name: Title: Disbursement of funds from the Escrow Account in accordance with the foregoing Disbursement Request hereby is authorized DCICAPITAL, INC. as Lessor tender the Lease I y: Name: Title: Schedule .I- Page 2 159 of 194 PAY PROCEEDS LETTER ,2018 BciCapital, Inc, 390 N. Orange Ave,, Suite 2600 Orlando, FL 32801 Ladies and Gentlemen: The undersigned, an authorized officer of the [LESSEE]{"Lessee"), hereby authorizes BciCapital, Inc. (".Lessor") to pay the proceeds of the financial accommodations provided to Lessee by Lessor evidenced by that certain Master Lease Purchase Agreement, dated as of 11 , 2018 and the related Lease Schedule No. 1 dated , 2018, between Lessor and Lessee, to the following account of Lessee: &count : Amount of Deposit [City National Bank of Florida] Account [LESSEE] By: Name: Title: 160 of 194 TAX CERTIFICAT, This Tax Certificate (this "Certificate") is executed and delivered as of , 2018 (the "Lease Date") by the [LESSEE] ("Lessee") in connection with that certain Master Lease Purchase Agreement dated as of,. , 2018 (the "Agreement") by and between Lessee and BeiCapital, Inc. ("Lessor") and Lease Schedule No. dated as of , 2018, between Lessee and Lessor (the "Lease Schedules," and together with the Agreement, the "Lease"). The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Lease. Section 1. ,Iei,+(eneral, 1.1, This Certificate is executed for the purpose of establis Lessee as to future events regarding the financing of certain equipm ' by Lessor and leased to Lessee pursuant to and in accordance with the Lessor shall apply $ (the "Principal Amount") to Equipment and Lessee shall make Rental Payments under threrms and cond 1.2. The individual executing this CertifQgte on delegated with the responsibility of reviewing and, ll official action of Lessee adopted with respect too, 1,3, The Lease is being enter J,1;nto for of acquiring, equipping and installing thOYlpment v Lessee, which Equipment is described in th;l5chedu. on the date hereof. e reasonable expectations of he "Equipment") to be acquired se. As,,escribed in the Lease, ,v acquisition of the as set forth in the Lease. if of Lessee `i` Q et of Lessee it., pursuant to tH }?ii €t''lution or other eb has been, delivered toLessor. ;fit{?';:.. . .• .try; of providtn_%ir s for financing the cost ssential to thi °'overnrnental functions of he Principal Amount will be paid to Lessee 1,4, Lessee will d; 0: a,nd time Y 1-i1e f` ch pay 'lent schedule issued under the Lease a Form 8038 relating to such t :gg " e Inteml ReVet tie Service in accordance with Section 149(e) of the Internal Revenue Code of 1' ,.,... Section 2. No ''' n 'a¢ sgryse erti Y.t The Rental Pay 'k v 't general, e'¢: Tit fig fund (o ayi ace, 15 fund of• a (cunt will be ere or pled as security thet c toi 2.2, " :;,<.,l4ere ii deemed to be (i) issued or' pursuant to a common pl of funds as, or deem of funds as, the Lease. tR). e "Cod'e�' ue urithe Lease will be made with monies retained in Lessee's 1baccount therein). No sinking, debt service, reserve or similar ainta#1'dr"for the payment of the Rental Payments due under the Lease ei't end will be issued no obligations by or on behalf of Lessee that would be within fifteen (15) days before or after the Lease Date, (ii) issued or sold financing with the Lease and (iii) paid out of substantially the same source e substantially the same claim to be paid out of substantially the same source 2,3. Other than the Principal Amount, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4, No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Lease, As used in this certificate, the term "yield" means yield computed by the actuarial method using a 36Owday year and semi-annual compounding, resulting in a discount rate which, when used in computing 161 of 194 the present worth of all payments of principal and interest to be paid on an obligation, produces an amount equal to the issue price, fair market value, present value or purchase price thereof, as applicable, and is determined in all respects in accordance with Section 148 of the Code. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Lease was entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole Of in part, at a date which is earlier than the final Payment Date under the Lease. Section 3. )isbursement of Funds: Reimbursement to Lessee. 3,1. It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the Principal Amount may be used by Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not use any portion of the principal amount in order to be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (the "Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the oost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (e) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not In a manner which could be construed as an artifice or device under Treasury Regulation § 1.,148.10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. fltte..and investment of Funds: Temporary Period. 4,1, Lessee has incurred or will incur, within six (6) months from the Lease Date, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment, An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4,2. .An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the Lease Date. No portion of the Principal Amount will be used to acquire investments that do not carry out the 2 162 of 194 governmental purpose of the Lease and that have a substantially guaranteed yield in excess of the yield on the Lease. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by no later than 18 months from the Lease Date. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code unless: (i) the entire Principal Amount is expended on the Equipment by the date that is the six-month anniversary of the Lease Date or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the Lease Date; at least sixty percent (60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the Lease Date; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment by no later than 18 months from the actual Lease Date, Section S. NA Private Use: No Consumer Loan. 5,1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess .Private Use Portion is related. For purposes of this paragraph 5.1, "Private Business Use" means use of bond proceeds or bond financed -property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 5.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non -governmental entities or to any governmental agencies other than Lessee. Section 6. hist,Federal Guarantee. 6.1 a Payment of the principal or interest due under the Lease is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 6.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United 3 163 of 194 States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or aecouttts if such investment would cause the financing under the Lease to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 7. post -Issuance Compliance. 7.1 In the event an action takes place (or is anticipated to take place) that will cause the Equipment not to be used for qualified uses under Section 141 of the Code, Lessee will consult with bond counsel as soon as practicable about taking remedial action as described in Treasury Regulation Section 1.141.12. Lessee will take all actions necessary to ensure that the "nonqualified bonds" (as defined in Treasury Regulation Section 1.141-12) are properly remediated in accordance with the requirements of the Treasury Regulations. Lessee is familiar with the Internal Revenue Service's Voluntary Compliance Agreement Program pursuant to which issuers of tax-exempt debt may voluntarily resolve violations of the Code and applicable Treasury Regulations on behalf of the holders of such debt or themselves through closing agreements with the Internal Revenue Service. 7.2. Lessee will actively monitor the requirements of the Code and the Treasury Regulations (a) set forth in this certificate and confirm that such requirements are met no less than once per year; (h) related to the allocation and accounting of proceeds to capital projects and will maintain a list that specifies the allocation of proceeds of the Lease to the costs of the Equipment; and (c) related to arbitrage limitations, including yield restriction, rebate requirements and the investment of gross proceeds of the Lease. The office within Lessee that is currently responsible for such monitoring is the finance department. Section S. ,Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Lease in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Lease. 8. L To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. [Signature Page Follows] 4 164 of 194 IN WITNESS WHEREOF, this Tax Certificate has been executed on behalf of Lessee as of the Lease Date. [LESSEE] Lessee By: Print Name: Title: [Signature Page to Tar: Certificate] 165 of 194 INCUMBENCY CERTIFICATE The undersigned, the duly [elected][appointed] and acting [Secretary] [City Clerk] [County Clerk] of . ("Lessee") certifies as follows: l , The individuals identified below are the duly elected or appointed officers of Lessee holding the offices set forth opposite their respective names. 2, The individuals identified below have the authority on>?tif of Lessee to enter into that certain Master Lease Purchase Agreement dated as of [DATE] between ? entity and BCICAPITAL, INC. N Title sx;.; y.,,; •:�,,.,:.: <•Y:Y> ' rgnature IN WITNESS WHEREOF, I this certificate as of this day of Name: Title: [Board or Town Clerk] 166 of 194 [Letterhead of Counsel to Lessee] [Closing Date] BciCapital, Inc. 390 N. Orange Ave., Suite 2600 Orlando, Florida 32801 Re: Lease Schedule No. , dated Purchase Agreement, dated as of `2'y , between BciCapital, Inc., as Lessor, and [Lessee], as Lessee Ladies and Gentlemen: [I][We] have acted as counsel to [Lessee] transaction. In such capacity, [I][We] have reviewe Purchase Agreement, dated as of Inc. ("Lessor") and Lessee and an executed (the "Lease Seh xle'), b things, provides for the lease of certain pro Escrow Agreement dated City National Bank of Florida, as escrow ag h (ll execut , to Master Lease ::connection wi ll` `.<.' Iie I s Ye -referenced •" " unterpart of all., +t thi Master Lease ") , by a,u 4 beiween BciCapital, ease: ►edpi'lo. , dated Lessor an ee, which, among other e Schedule (theEquipment") and a certain Agreement"),among Lessor, Lessee, and unterpart of the ordinances or resolutions of Lessee which, among others ,hn s, authorize` psse ' rexecutds :Agreement and the Leas Schedule and (c) such other opinions, docu f * pd mattersxa, law 'if 1,]lave d fined necessary in connection with the following opinions. The Lease fie ltitl d.the t rms an visions of the Agreement incorporated therein by reference together with the Reri i ? ymeittS tet tde attached to the Lease Schedule are herein referred to collectively as the ";` se", and the se and j prow Agreement are referred to collectively as the "Transaction Docume t ]%firms capital l in this "o ] ion but not defined herein shall have the meanings assigned to them in thasi ed upon 0,0 oing, it is [my][our] opinion that: Section, operatics Lessee iS.., lit < tii11t ? on of the State of [STATE] (the "State") within the meaning of (e) of the Intern Venue Code of 1986, as amended, and is duly organized, existing and der the Constitutri nd laws of the State. 2. ssee "lti t the ' pisite power and authority to lease and acquire the Equipment and to execute and deliver the Tram& ;tioii'Documents and to perform its obligations under theLease. 3. Each.) ransaction Documents has been duly authorized, executed and delivered by and on behalf of Lessee, ar d''`is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization and execution of the Transaction Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. 5. The execution of the Transaction Documents and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, 167 of 194 statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 6. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Transaction Documents or the security interest of Lessor or its assigns, as the case may be, in the Equipment or other collateral thereunder. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Transaction .Documents. 168 of 194 This form and corresponding IRS instructions for completion and filing can be found on the IRS website. Form 8038•G (Rev. September 2018) Department Of the treasury Internal Revenue Service ° ,• ,t11 ■ KepOrting Authority Information return for Tax -Exempt Governmental Bon s Under nternal Revenue Code s ction 149{e) See separate instructions. Caution: lithe issue price is under$100,000, use Form 8038-GC. Go towww.irs.gov/F8038Gforinstructionsandthelatestinformation. If Amended Return, check here 10 OMB No . 1545-0720 1 Issuer's name 2 Issuer's employer identification number (EIN) 3a Name 6f person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Nurriber OM street (dr P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 13r1 8 City, town, or post offiee, state, and ZIP code 7 Date of issue 8 Name 6f Issue 9 CUSIP number 10a Name and titld of officer or other employee of the issuer whom the IRS may call for more Information (see instructions) 10b Telephone number of officer or other employee shown on 10a 1 'ism• IN Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education, 12 Health and hospital 13 Transportation 14 Public Safety : 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other, De9cribe ® 11 12 13 14 15 16 17 18 19a If bonda are TANs or RANs, check only box 19a ® • b If bends are 13ANs, check only box 19b jf.{goe fjg �r.in the form of a lease or ingtallmant sale, rhprk hnv rI� r Beseription of Bonds. Complete for the entire issue for which this form is being toed_ (it) Nine) maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e)Yield 21 .__ .__ ... $ $ years % ►:.t:'r•s !J., _Uses,of Proceeds of Bond Issue (including underwriters' discount) 22 23 24 Proceeds used for accrued interest ISSue price of entire issue (enter amount from line 21, column (b)) Prooeeds used for bond issuance costs (including underwriters' discount) 24 22 23 29 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds utyedto refund prior tax-exempt bonds. Complete Part V . 27 28 Prticeede used to refund prior taxable bonds. Complete Part 6' 28 29 Total (add lines 24 through28) . 30 jsJonrefunding proceed_of.the sstiel4subtract line 29 from line 23 and enter amount here) v • t' 1 r- - Fiandietinn n r+ iin r nn c r'<ur •-Jrt^ +h,.. ...,.+ ,-.-.h c,.- .l.c„�.a,...,. h....�., 30 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . 33 Enter the Ia8t date on which the refunded tax-exe t bonds will be called (MM/DD/YYYY) 34 Entefthe.date(s)the refunded bonds were issued /YYYY) For Paperwork Reduction Act Notice, see separate instructions. cal. No. 63773S years Years Form 8038-G (Rev. 9-2018) 169 of 194 tSCt36-8 (rev, 0-201 8) 49. �� ... 10+01I,(4ne ius 36 Enter the 81mount of the state volume cap allocated to the issue under section 141(b)(5) 36a Enter them -wont of gross proceeds invested or to be invested in a guaranteed investment contract (G10), Bee instructions b Enter the final Maturity date of the GIC® (MM/DD/YYYY) c Enter the name Of the GIC provider 37 Pooled financings; Enter the amount of the proceeds of this issuethat are to be used to make loans cf h v�r e tal unit ` 37 38a Itiiil' 1�3BS Itsia�i madeTrom the pro eeds of another ta,c-exempt issue, check box D and ente the b Enter the data of the master pool bond (MM/DD/YYYY) o Enter the EN of the issuer of the master pool bond 1 -� gg d Enter the nerve of the issuersof the master pool bon �0 If fne i iil`er h5 s ectec tod pay is penaltyy iin lieu i8tnarbarage reoate,lch{eckaDl xsue.r exception), check box If the Issuer has Identifie a hedge, check here) D and enter the following information: 41 Name of sleds €i provider, '� e of hid e Page2 35 36a c yp g r! Terrn of hedge II' 41 If the Issuer hag superintegrated the hedge, check box . ` D 43 If the Iseuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated o0Oording to the requirements under the Code and Regulations (see instructions), check box . 44 If the Issuer has established written procedures to monitor the requirements of s -lotion 148, check box . . B 46a If some portion of the proceeds was used to reimburse expenditures, check here D and enter the amount of reimburffidrnant b Enter_,t11e_ 1atIthe official intent was adooted ® (MM/OD/YYYY) ollowing inforr`iation: Signature and Consent Pak Preparer Use Only Urtd€lr penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge tifid baJief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return Information, as necessary to MOM this return, to the person that I have authorized above. P1Btiature of issuers authorized represrtative 5'Y91I PrLpdI Cf S 11E1111U I[:' '(SSIyIf 3tUFC Date Tv o or mint name and title Check V i PTIN Date self-employed I Irrn8 haliie rientra Address IP I Flrm's i;IN iP i Phone no. Fonn 8038-G (Rev. 9-2018) 170 of 194 Note: PLEASE COMPLETE INSURANCE AGENT CONTACT INFORMATIONIN FULL. BciCapital, Inc. INSURANCE AUTHORIZATION LETTER Insurance Agency: _ Agent: Address: Email: _ Phone: Re: Lease between_... ("Lessor") and ("Lessee") The insurance coverages listed below are required to cover the interests of the named Secured Party and its Affiliates, Successors & Assigns (indicated below) in Equipment financed by and between Lessor and Lessee. You are therefore hereby authorized and instructed to provide the Secured Party and its Affiliates, Successors & Assigns the coverages described below. Evidence of insurance in the form of a Certificate is acceptable until the required formal Endorsements are issued. The Certificate(s) will not be acceptable unless all required endorsements are clearly stated. If you have any questions concerning the coverages, please notify BciCapital, Inc. at (407) 502-5918. In Description Btlx of Each Certificate Please Make This Notation: Re: all Equipment financed by and betweenand Lessor under Lease Schedule No. 1. Please forward the required Certificate(s) and Endorsements immediately to the following Secured Party: BCICAPITAL, INC. and Its affiliates, successors & assigns 390 N. Orange Ave., Suite 2600 Orlando, FL 32801 Phone: 407-502-5918 Email: susan.herman@bcicmg.com cc: alexandra.michelini@bcicmg.com Comprehensive General Liability Coverage: 1, Litrllts of at least $1,000,000.00 per occurrence for bodily injury and property damage coverage. 2, An Endorsement naming the above Secured Party and Its Affiliates, Successors & Assigns as an Additional Insured in so far as this Equipment is concerned. 3. An Endorsement giving each of the above named Secured Party and Its Affiliates, Successors & Assigns at least thirty (30) days written notice of any cancellation, reduction or alteration of coverage. All Risk Physical Damage (Property) Coverage: 1. All Risk coverage for not less than the Total Equipment Cost of $[LEASE AMOUNT]. 2. A long form endorsement naming the above named Secured Party and Its Affiliates, Successors & Assigns as "Additional Insured" and "Loss Payee" in so far as this Equipment is concerned, unless prohibited by applicable state law, An Endorsement giving the above named Secured Party and Its Affiliates, Successors & Assigns at least thirty (30) days written notice of any cancellation, reduction or alteration ofcoverage. 4. Any deductibles or self -insured retentions must be disclosed. 1 of 2 171 of 194 5. OVER -THE -ROAD VEHICLES ONLY: (i) Collision (maximum deductible): $10,000.00 or as approved by Credit. (11) Comprehensive (maximum deductible): $10,000.00 or as approved by Credit. Comprehensive Auto Liability Coverage (where applicable): a. Limits of at least $1,000,000.00 combined single limit per occurrence for bodily injury and property damage coverage. *May come from primary Auto Liability and/or Liability. b. An Endorsement naming each of the above named Secured Party and Its Assigns as an Additional insured in so far as this Vehicle is concerned. c. An Endorsement giving each of the above named Secured Party and Its Assigns at least thirty (30) days written notice of any cancellation, reduction or alteration of coverage. Self" -insurance or captive insurance must be disclosed. Al y deductibles or self -insured retentions must be disclosed. Each Certificate issued hereunder must confirm that the Secured Party's coverage under, and interest in, the relevant policy shall not be invalidated or otherwise adversely affected by any breach by Lessee or others of any warranty, declaration, representation or condition contained in such policy. LESSEE: BY:. -. Name: Title: 2 of 2 172 of 194 The following page(s) contain the backup material for Agenda Item: Warrant Register #32 for the period of 2/03/21 through 2/09/21 in the amount of $2,455,294.45. (Finance) Please scroll down to view the backup material. 173 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO.: ITEM TITLE: Warrant Register #32 for the period of 2/03/21 through 2/09/21 in the amount of $2,455,294.45. (Finance) PREPARED BY: Karla Apalategui, Senior Accounting Assistant DEPARTMENT: Finance PHONE: 619-336-4572 EXPLANATION: APPROVED BY: Per Government Section Code 37208, below are the payments issued for period 2/03/21 - 2/09/21. Consistent with Department of Finance's practice, listed below are all payments above $50,000. Vendor Check/Wire Amount Explanation CALPERS Health Net Inc Health Net Inc Kaiser Foundation Portillo Concrete Project Professionals Tyler Technologies Whillock Contracting 351229 351259 351260 351265 351280 351282 351312 351318 56,042.16 85,518.25 82,025.94 185,651.28 59,820.25 132,677.06 62,436.13 309.294.69 2021 Replacement Charges for Benefits Grp# R1192A — January 2021 Grp# R1192A — February 2021 Grp 104220-0002 — Dec 2020 CIP 18-10 Euclid Bike & Ped Enhancemnt CIP 19-43 P1 Sewer Upsizing — Eng/PW Eden Annual Support 1/1/21 — 12/31/21 CIP 18-07 Paradise Creek Park Site FINANCIAL STATEMENT: ACCOUNT NO. Warrant total $1,718,495.28. ENVIRONMENTAL REVIEW APPROVED: APPROVED: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION FINANCE MIS STAFF RECOMMENDATION: Ratify warrants totaling $1,718,495.28. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: Warrant Register # 32 174 of 1Q 4 1r/ CALIFORNIA PAYEE A&B SAW & LAWNMOWER ADMINSURE INC AETNA BEHAVIORAL HEALTH ALTA LANGUAGE SERVICES INC AT&T AT&T AZTECA SYSTEMS LLC BLUE PACIFIC ENGINEERING BMI BUREAU VERITAS N AMERICA INC CAPF CALIFORNIA LAW ENFORCEMENT CALPERS - FINANCIAL REPORTING CALPERS - FINANCIAL REPORTING CANON SOLUTIONS AMERICA INC. CARLOMAGNO, A CARTEGRAPH SYSTEMS INC CHEN RYAN ASSOCIATES INC CITY OF LEMON GROVE COX COMMUNICATIONS DALEY & HEFT LLP DAY WIRELESS SYSTEMS DELL MARKETING L P DELTA DENTAL DELTA DENTAL DELTA DENTAL DELTA DENTAL DELTA DENTAL DELTA DENTAL INSURANCE CO DELTA DENTAL INSURANCE CO DELTA DENTAL INSURANCE CO EPLASTICS ESGIL CORPORATION EXPERIAN FACTORY MOTOR PARTS HAMEL, K HEALTH NET HEALTH NET HEALTH NET HEALTH NET HEALTH NET HEALTH NET HEALTH NET INC HEALTH NET INC HEALTH NET INC HEALTH NET INC HOME DEPOT CREDIT SERVICES INNOVATIVE CONSTRUCTION NATIONAL CITy coRPOR VJ WARRANT REGISTER # 32 2/9/2021 DESCRIPTION HUSQUAVERNA ANTIVIBRATION SPRING / FIRE AGREEMENT TO PROVIDE MONTHLY SERVICES EMPLOYEE ASSISTANCE PROGRAM - FEBRUARY EMPLOYEE BILINGUAL TESTING AT&T SBC ANNUAL PHONE SERVICE FOR FY21 AT&T SBC ANNUAL PHONE SERVICE FOR FY21 SEECLICKFIX INTEGRATION MEETING CIP 18-14 SWEETWATER BIKEWAY CONNECTION MUSIC PERFORMANCE AGREEMENT BMI INSPECTION SERVICES - BUREAU VERITAS JANUARY 2021 - FIRE LTD JANUARY 2021 - PD LTD 2021 REPLACEMENT CHGS TO REPLACE BENEFIT 2021 REPLACEMENT CHGS/REPLACEMENT BENEFIT PLOTWAVE 345 PRINTER MAINTENANCE TRAINING ADV POST SUB FTO UPDATE CARTEGRAPH ANNUAL RENEWAL / MIS 24TH ST TODO - ENG/PW LIABILITY CLAIM COST COX DATA VIDEO SERVICES FOR FY21 LIABILITY CLAIM COST COMPANY MAINTENANCE CONTRACT /FIRE DELL LATITUDE 7200 2-IN-1 TABLET JAN 2021 GRP 05-0908600000 DECEMBER 2020 05-0908600000 FEB 2021 GRP 05-0908600000 JAN 2021 GRP 05-0908601002 DECEMBER 2020 GRP 05-0908601002 DEC 2020 GRP 05-7029600000 JAN 2021 GRP 05-7029600000 FEB 2021 GRP 05-7029600000 CLEAR EXTRUDED PLEXIGLASS ACRYLIC SHEET PERMIT TECH SERVICES - ESGIL CREDIT CHECKS WINDOW REG ADDY FOR EQUIPTMENT EDUCATION REIMBURSEMENT GRP #R1192Q - JANUARY 2021 GRP #R1192Q - FEBRUARY 2021 GRP N7177A - JAN 2021 GRP N7177A - FEB 2021 GRP #N7176F - JANUARY 2021 GRP #N7176F - FEBRUARY 2021 GRP #R1192A - JANUARY 2021 GRP #R1192A - FEBRUARY 2021 GRP #LB439A - FEBRUARY 2021 GRP #LB439A - JANUARY 2021 WEATHERGUARD TRUCK BOX CIP 18-14 SWEETWATER BIKE PATH - ENG/PW CHK NO 351217 351218 351219 351220 351221 351222 351223 351224 351225 351226 351227 351228 351229 351230 351231 351232 351233 351234 351235 351236 351237 351238 351239 351240 351241 351242 351243 351244 351245 351246 351247 351248 351249 351250 351251 351252 351253 351254 351255 351256 351257 351258 351259 351260 351261 351262 351263 351264 DATE 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 AMOUNT 27.96 7,872.50 973.76 66.00 1,934.67 71.83 200.00 2,092.38 651.60 24,500.00 1,003.00 2,058.00 56,042.16 8,026.36 82.38 384.00 39,000.00 25,669.50 1,030.13 711.78 1,720.00 549.00 10,139.25 14,620.51 14,233.84 5,724.74 774.07 416.11 2,475.66 2,426.16 1,136.68 5,565.07 27,475.14 249.28 67.53 413.35 1,969.92 1,969.92 2,692.72 2,692.72 1,598.46 1,598.46 85,518.25 82,025.94 5,983.61 2,946.00 984.42 34,694.00 1/3 175 of 194 1r/ CALIFORNIA PAYEE KAISER FOUNDATION HEALTH PLANS KAISER FOUNDATION HEALTH PLANS KAISER FOUNDATION HEALTH PLANS KAISER FOUNDATION HEALTH PLANS KAISER FOUNDATION HEALTH PLANS KAISER FOUNDATION HEALTH PLANS KAISER FOUNDATION HEALTH PLANS KAISER FOUNDATION HEALTH PLANS LASER SAVER INC LEFORT'S SMALL ENGINE REPAIR LIEBERT CASSIDY WHITMORE NATIONAL CITY CAR WASH OFFICE SOLUTIONS BUSINESS PARTS AUTHORITY METRO LLC PENSKE FORD PORTILLO CONCRETE INC PRO BUILD COMPANY PROJECT PROFESSIONALS CORP PRUDENTIAL OVERALL SUPPLY RAMIREZ, 0 RANDALL LAMB ASSOCIATES INC RELIANCE STANDARD RELY ENVIRONMENTAL SAINZ, L SAKAMOTO, C SAN DIEGO MIRAMAR COLLEGE SAN DIEGO MIRAMAR COLLEGE SAN DIEGO MIRAMAR COLLEGE SAN DIEGO MIRAMAR COLLEGE SAN DIEGO MIRAMAR COLLEGE SAN DIEGO MIRAMAR COLLEGE SAN DIEGO PET SUPPLY SASI SCANLON, D SDG&E SEECLICKFIX INC SHARP ELECTRONICS CORPORATION STAPLES BUSINESS ADVANTAGE STAPLES BUSINESS ADVANTAGE STINNETT, R SWAGIT PRODUCTION LLC SWEETWATER AUTHORITY THE LINCOLN NATIONAL LIFE INS THE LINCOLN NATIONAL LIFE INS THE STAR NEWS TINOSA INC TOPECO PRODUCTS TYLER TECHNOLOGIES INC NATIONAL CITy coRPOR VJ WARRANT REGISTER # 32 2/9/2021 DESCRIPTION GRP 104220-0002 DEC 2020 GRP 104220-01, 06, 07 - NOV 2020 GRP 104220-01, 06, 07 - DEC 2020 GRP 104220-03, 09 - NOV 2020 GRP 104220-03, 09 - DEC 2020 GRP 104220-0005 DEC 2020 GRP 104220-7002 - NOV 2020 GRP 104220-7002 DEC 2020 MOP 04840 TONER PD MOP 80702 AUTO SUPPLIES - PW PERSONNEL MATTER CARWASH SERVICES FOR FLEET FY 2021 MOP OFFICE SUPPLIES FOR SECTION 8 MOP 75943 AUTO SUPPLIES - PW R&M CITY VEHICLES FY 2021 CIP 18-10 EUCLID AVE BIKE AND PED ENHANCEMNT MOP 45707 GENERAL SUPPLIES - PW CIP 19-43 P1 SEWER UPSIZING - ENG/PW MOP 45742 LAUNDRY SERVICES - PW TRAINING REIM SLI 1 CITY OF NC CIVIC CENTER EOC POWER UPGRADE OCT 2020 - VOL LIFE VAI1826233, VCI80114 NC PUBLIC WORKS CONSULTING - ENG/PW ICC CERTIFICATION RENEWALS REIMBURSEMENT TRAINING ADV POST SUB TRAINING TUITION 124PD ACADMY / PD TRAINING 124TH REG ACADEMY / PD TRAINING TUITION 124 REG ACADEMY / PD / PDTRAINING TUITION 124 ACADEMY / PD TRAINING TUITION BASIC TRAFF TAPIA / PD TRAINING TUITION TC RADAR / PD MOP 02975 K9 SUPPLIES PD DEBIT CHGS 1/1/21-1/31/21 TRUST ACCTING TRAINING POST ADV SUB GAS AND ELECTRIC UTILITIES FOR STREETS SEECLICKFIX ANNUAL RENEWAL MAINTENANCE 20 SHARP COPIERS FOR FY21 STAPLES MOP FY21 STAPLES MOP FY21 TRAINING ADV SUB POST SWAGIT WEBCASTING FOR FY21 WATER BILL FOR PARKS DIVISION FY 2021 GRP #415491-FEBRUARY 2021 GRP #415491- JANUARY 2021 ADVERTISING NOTICES FOR FY2021 FOR SEC 8 2OPPM CO TEST GAS (P/N CYL-0016) MOP 63849 AUTO SUPPLIES - PW EDEN ANNUAL RENEWAL 1/1/21-12/31/21 CHK NO 351265 351266 351267 351268 351269 351270 351271 351272 351273 351274 351275 351276 351277 351278 351279 351280 351281 351282 351283 351284 351285 351286 351287 351288 351289 351290 351291 351292 351293 351294 351295 351296 351297 351298 351299 351300 351301 351302 351303 351304 351305 351306 351307 351308 351309 351310 351311 351312 DATE 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 2/9/21 AMOUNT 185,651.28 20,445.28 20,445.28 6,797.28 6,797.28 5,830.46 591.62 591.62 678.22 22.29 2,605.00 200.00 457.58 757.63 1,104.62 59,820.25 456.79 132,677.06 349.60 320.85 3,312.50 7,956.86 603.50 120.00 1,280.00 690.00 207.00 184.00 92.00 46.00 46.00 637.23 110.00 1,280.00 29,102.72 17,516.14 1,150.29 1,054.77 2,404.71 1,280.00 1,920.83 3,949.40 9,856.23 445.62 148.63 319.06 260.08 62,436.13 2/3 176 of 194 PAYEE U S BANK US BANK VELARDE SALES VERIZON WIRELESS VISION SERVICE PLAN WHILLOCK CONTRACTING WILLY'S ELECTRONIC SUPPLY PAYROLL Pay period Start Date 3 1/12/2021 1/✓ _ +}-�CAI_IIFO' RNIA NNTr nti TNCO R ED _ WARRANT REGISTER # 32 2/9/2021 DESCRIPTION CREDIT CARD EXPENSES/FIRE DEPARTMENT,CHR 9 EXTENDED WARRANTIES FOR 9 HEADSETS LICENSE REIMBURSEMENT VERIZON CELLULAR SERVICES FOR FY21 DEC 20/JAN 21 - VISION SVC PLAN CIP 18-07 PARADISE CREEK PARK SITE ELECTRONICS ITEMS / MIS End Date 1/25/2021 Check Date 2/3/2021 GRAND TOTAL CHK NO DATE 351313 2/9/21 351314 2/9/21 351315 2/9/21 351316 2/9/21 351317 2/9/21 351318 2/9/21 351319 2/9/21 AIP Total AMOUNT 2,728.83 346.07 75.00 8,134.34 1,645.22 309,294.69 279.45 1,402,572.11 1,052,722.34 $ 2,455,294.45 3/3 177 of 194 Certification IN ACCORDANCE WITH SECTION 37202, 37208, 372059 OF THE GOVERNMENT CODE, WE HEREBY CERTIFY TO THE ACCURACY OF THE DEMANDS LISTED ABOVE AND TO THE AVAILABILITY OF FUNDS FOR THE PAYMENT THEREOF AND FURTHER THAT THE ABOVE CLAIMS AND DEMANDS HAVE BEEN AUDITED AS REQUIRED BY LAW. PHILLIP DAVIS, FINANCE BRAD RAULSTON, CITY MANAGER FINANCE COMMITTEE ALEJANDRA SOTELO-SOLIS, MAYOR -CHAIRWOMAN JOSE RODRIGUEZ, VICE -MAYOR MARCUS BUSH, COUNCIL MEMBER RONALD J. MORRISON, COUNCIL MEMBER MONA RIOS, COUNCIL MEMBER I HEREBY CERTIFY THAT THE FOREGOING CLAIMS AND DEMANDS WERE APPROVED AND THE CITY TREASURER IS AUTHORIZED TO ISSUE SAID WARRANTS IN PAYMENT THEREOF BY THE CITY COUNCIL ON THE 161h OF MARCH, 2021. AYES NAYS ABSENT 178 of 194 The following page(s) contain the backup material for Agenda Item: Warrant Register #33 for the period of 2/10/21 through 2/16/21 in the amount of $261,842.17. (Finance) Please scroll down to view the backup material. 179 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO.: ITEM TITLE: Warrant Register #33 for the period of 2/10/21 through 2/16/21 in the amount of $261,842.17. (Finance) PREPARED BY: Karla Apalategui, Senior Accounting Assistant DEPARTMENT: Finance PHONE: 619-336-4572 EXPLANATION: APPROVED BY: Per Government Section Code 37208, below are the payments issued for period 2/10/21 - 2/16/21. Consistent with Department of Finance's practice, listed below are all payments above $50,000. Vendor Check/Wire Amount Explanation Countywide Mechanical 351329 51,537.19 Citywide on -site HVAC Services SDG&E 351348 74,937.69 Gas and Electric Utilities FINANCIAL STATEMENT: ACCOUNT NO. Warrant total $261,842.17. APPROVED: FINANCE APPROVED: MIS ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION STAFF RECOMMENDATION: Ratify warrants totaling $261,842.17. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: Warrant Register # 33 180 of 194 1r/ CALIFORNIA PAYEE ACOSTA, V ALDEMCO ALL FRESH PRODUCTS BIBLIOTHECA LLC CALIFORNIA ASSOCIATION OF CODE CHICANO FEDERATION OF CORBIN & ASSOCIATES, INC COUNTY OF SAN DIEGO COUNTYWIDE MECHANICAL SYSTEMS CSA SAN DIEGO COUNTY ENTERPRISE FLEET MANAGEMENT HDL COREN & CONE HINDERLITER DE LLAMAS HOME DEPOT CREDIT SERVICES JANI-KING OF CALIFORNIA INC KIMLEY HORN MAAC PROJECT MC CLURE JR, S MENDIOLA, S METEAU JR, R MV CHENG & ASSOCIATES INC. NAN MCKAY AND ASSOCIATES INC OFFICE SOLUTIONS BUSINESS PALMA, A PRO BUILD COMPANY PRUDENTIAL OVERALL SUPPLY ROBERTS, M SDG&E SHRED -IT SMART & FINAL SMART SOURCE OF CALIFORNIA LLC SOUTH BAY COMMUNITY SERVICES STAPLES BUSINESS ADVANTAGE SYSCO SAN DIEGO INC T-MOBILE MOBILE USA INC. TODD PIPE & SUPPLY LLC U S BANK WAXIE SANITARY SUPPLY NATIONAL ICITy -N OR ED WARRANT REGISTER # 33 2/16/2021 DESCRIPTION REIMBURSEMENT FOR SAFETY BOOTS / PW FOOD / NUTRITION COVID 19 CONSUMABLES ANNUAL SUPPORT AND MAINTENANCE - RFID CACEO COURSE / NSD LIABILITY CLAIM COST TRAINING TUITION SRO MCCLURE / PD CEQA NOTICE OF EXEMPTION FILING - KIMBALL CITYWIDE ON -SITE HVAC SERVICES CDBG AGREEMENT WITH CSA SAN DIEGO ENTERPRISE FLEET LEASE - ENG/PW CONTRACT SVCS PROPERTY TAX: JAN-MAR2021 AUDIT SVCS-TRANSACTION TAX / ALLOCATION GENERAL SUPPLIES FOR FY 2021 CLEANING SERVICES FOR NUTRITION CENTER 8TH & ROOSEVELT ATP - ENG/PW CARES ACT CDBG-CV AGREEMENT WITH MAAC TRAINING ADV POST SUBSISTENCE MILEAGE REIMBURSEMENT EDUCATION REIMBURSEMENT CONSULTING SVCS FOR JANUARY 2021 PROFESSIONAL FEES, OTHER DIRECT COST MOP PURCHASE 83778 / FIRE ADMIN SUPPLIES REFUND/MOVIE CANCELLED DUE TO COVID19 MOP # 45707 - CHRISTMAS LIGHT SUPPLIES UNIFORM CLEANING SERVICE FORMER EMPLOYEE REIMBURSMENT / FINANCE GAS AND ELECTRIC UTILITIES DECEMBER SHEDDING FOR SECTION 8 CASA DE SALUD SNACKS FOR TEEMNS MOP #63845 BUSINESS CARD / COUNCIL CARES ACT CDBG-CV AGREEMENT OFFICE SUPPLIES / PD FOOD / NUTRITION ACCOUNT 972016943 - MONTHLY CHARGES / LIB CITYWIDE PLUMBING MATERIALS & PARTS TRAINING CREDIT CARD JANITORIAL SUPPLIES / FIRE DEPT GRAND TOTAL CHK NO DATE AMOUNT 351320 2/16/21 125.00 351321 2/16/21 5,042.19 351322 2/16/21 1,710.68 351323 2/16/21 10,876.89 351324 2/16/21 129.00 351325 2/16/21 5,000.00 351327 2/16/21 385.00 351328 2/16/21 100.00 351329 2/16/21 51,537.19 351330 2/16/21 2,921.64 351331 2/16/21 16, 396.09 351332 2/16/21 2,979.83 351333 2/16/21 362.29 351334 2/16/21 533.07 351335 2/16/21 11,965.79 351336 2/16/21 31,326.88 351337 2/16/21 4,778.74 351338 2/16/21 640.00 351339 2/16/21 30.18 351340 2/16/21 1,227.00 351341 2/16/21 10, 800.00 351342 2/16/21 4,980.00 351343 2/16/21 117.37 351344 2/16/21 10.00 351345 2/16/21 389.60 351346 2/16/21 200.80 351347 2/16/21 682.45 351348 2/16/21 74,937.69 351349 2/16/21 205.62 351350 2/16/21 218.83 351351 2/16/21 290.00 351352 2/16/21 9,481.00 351353 2/16/21 128.98 351354 2/16/21 7,178.70 351355 2/16/21 34.32 351356 2/16/21 524.04 351357 2/16/21 1,789.18 351358 2/16/21 1,806.13 A/P Total 261,842.17 $ 261,842.17 1/1 181 of 194 Certification IN ACCORDANCE WITH SECTION 37202, 37208, 372059 OF THE GOVERNMENT CODE, WE HEREBY CERTIFY TO THE ACCURACY OF THE DEMANDS LISTED ABOVE AND TO THE AVAILABILITY OF FUNDS FOR THE PAYMENT THEREOF AND FURTHER THAT THE ABOVE CLAIMS AND DEMANDS HAVE BEEN AUDITED AS REQUIRED BY LAW. PHILLIP DAVIS, FINANCE BRAD RAULSTON, CITY MANAGER FINANCE COMMITTEE ALEJANDRA SOTELO-SOLIS, MAYOR -CHAIRWOMAN JOSE RODRIGUEZ, VICE -MAYOR MARCUS BUSH, COUNCIL MEMBER RONALD J. MORRISON, COUNCIL MEMBER MONA RIOS, COUNCIL MEMBER I HEREBY CERTIFY THAT THE FOREGOING CLAIMS AND DEMANDS WERE APPROVED AND THE CITY TREASURER IS AUTHORIZED TO ISSUE SAID WARRANTS IN PAYMENT THEREOF BY THE CITY COUNCIL ON THE 161h OF MARCH, 2021. AYES NAYS ABSENT 182 of 194 The following page(s) contain the backup material for Agenda Item: Resolution of the City Council of the City of National City authorizing various Flscal Year 2021 mid -year budget adjustments. (Finance) Please scroll down to view the backup material. 183 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO.: ITEM TITLE: Resolution of the City Council of the City of National City authorizing various fiscal year 2021 mid -year budget adjustments. Phil Davis, Director of Finance PREPARED BY: Paul Valadez,Budget Manager PHONE: 619-336-4332 EXPLANATION: See attached staff report. DEPARTMENT: Finance APPROVED BY: FINANCIAL STATEMENT: APPROVED: FINANCE ACCOUNT NO. APPROVED: MIS See attached staff report. ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION STAFF RECOMMENDATION: Accept the staff report and adopt the resolution authorizing fiscal year 2021 mid -year budget adjustments. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. Staff report 2. Resolution 3. Exhibit "A" — Recommended Mid -Year Budget Adjustments, Fiscal Year 2021 184 of 194 The following page(s) contain the backup material for Agenda Item: City of National City comprehensive annual financial report (CAFR) and single audit report on federal awards for the fiscal year ended June 30, 2020 (Finance) Please scroll down to view the backup material. 185 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO.: ITEM TITLE: City of National City Comprehensive Annual Financial Report (CAFR) for the fiscal year ended June 30, 2020. PREPARED BY: Rachelle M. Barrera, Finance Manager DEPARTMENT: Finance PHONE: 619-336-4331 APPROVED BY: EXPLANATION: Transmitted herewith is the City of National City's Comprehensive Annual Financial report for the fiscal year ended June 30, 2020 prepared by the City's external auditors, The Pun Group, LLP. The reports include all agencies under the control of the City Council, as well as the Successor Agency to the Community Development Commission as the National City Redevelopment Agency. The auditors have conducted their examination of the financial statements in accordance with generally accepted auditing standards and have expressed an unmodified ("clean") opinion of those statements. FINANCIAL STATEMENT: ACCOUNT NO. NA APPROVED: APPROVED: ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION FINANCE MIS STAFF RECOMMENDATION: Accept and file the City of National City Comprehensive Annual Financial Report for the Fiscal Year ended June 30, 2020. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. The comprehensive annual financial report (CAFR) for the fiscal year ended June 30, 2020 https://www.nationalcityca.gov/government/finance/financial-reports. Hard copies are available in the City Clerk's Office and the City Library. 2. Presentation 186 of 194 The following page(s) contain the backup material for Agenda Item: Public Hearing No. 1 of 2 for the U.S Depar talent of Housing and Urban Development (HUD) 2021-2022 Annual Action Plan and the allocation of 2021-2022 HUD entitlement grant funds, program income, and funds remaining from completed projects to Community Development Block Grant (CDBG) and HOME Investment Partnerships (HOME) Program activities proposed for 2021-2022 Annual Action Plan. (Housing Authority) Please scroll down to view the backup material. 187 of 194 CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: March 16, 2021 AGENDA ITEM NO. ITEM TITLE: Public Hearing No. 1 of 2 for the U.S Department of Housing and Urban Development (HUD) 2021-2022 Annual Action Plan and the allocation of 2021-2022 HUD entitlement grant funds, program income, and funds remaining from completed projects to Community Development Block Grant (CDBG) and HOME Investment Partnerships (HOME) Program activities proposed for 2021-2022 Annual Action Plan. PREPARED BY: Angelita Palmgl-lousing Programs Manager DEPARTMENT: Housing Authority PHONE: (619) 336-4219 EXPLANATION: In accordance with the federal regulations at 24 CFR, Part 91, the City of National City (City) is required to prepare and submit an Annual Action Plan for its Housing and Community Development Entitlement Programs funded by the U.S. Department of Housing and Urban Development (HUD). The Second -Year Action Plan for program year 2021-2022 outlines how the City intends to spend $733,391.00 in federal Community Development Block Grant (CDBG) and $328,323.00 in federal HOME Investment Partnerships (HOME) Program entitlement funds. In addition to the funding sources noted above, the City will reprogram $52,270.65 remaining from previously completed projects for CDBG as well as reprogram $187,637.91 in HOME program income received. A second Public Hearing will be conducted at the regularly scheduled City Council meeting on May 4, 2021 to review public comments received during a 30-day public review period from March 19 through April 18, 2021, on the draft 2021-2022 Annual Action Plan; and to provide interested persons and community groups with one last opportunity to share their thoughts regarding the Plan and the CDBG and HOME Program activities being proposed for program year 2021-2022. After all public comments have been considered at the Public Hearing on May 4, 2021, the City Council will adopt the Second -Year Action Plan. APPROVED BY: FINANCIAL STATEMENT: APPROVED: Finance ACCOUNT NO. APPROVED: — MIS The City will receive $733,391.00 in CDBG and $313,035.00 in HOME Program funds for FY 2022. In addition, the City will reprogram to FY 2022 $52,270.65 of CDBG funds from completed projects and $187,637.91 in HOME program income received. ENVIRONMENTAL REVIEW: Not applicable. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Conduct the Public Hearing and approve recommendations for the CDBG and HOME funding allocations from the sources identified in the Financial Statement above. BOARD / COMMISSION RECOMMENDATION: Not applicable to this report. ATTACHMENTS: Attachment No. 1: 2021-2022 Action Plan Funding Recommendations Attachment No. 2: Notice of Public Hearing Attachment No. 3: 2020-2024 Overview of Consolidated Plan Priorities and Goals 188 of 194 Attachment No. 1 „r CALIFORNIA «• NIILTIONAAL Cillir Community Development Block Grant & HOME Investment Partnerships Program's Annual Action Plan Funding Recommendations for HUD Program Year 2021 City Fiscal Year 2021-2022 :! 3(�1 , rNCORPOj F D CDBG Entitlement: $733,391.00 HOME Entitlement: $328,323.00 CDBG Reallocation $ 52,270.65 HOME Program Income 2019: $187,637.91 Total CDBG funds available: $785,661.65 A summary of the applications Total HOME funds available: $515,960.91 with the eligibility analysis is available at www.nationalcityca.gov/cdbq-home. Community Development Block Grant (CDBG) Program Public Service Funds Available: $82,091.15 Applicant Name Program Name Funding Request FY 2021 Staff Recommendation FY 2020 Award Community Services Department Casa de Salud Youth Afterschool Program $ 91,011.00 $ 20,000.00 $ 48,818.00 National City Public Library Literacy Services Program $ 52,000.00 $ 43,000.00 $ 52,000.00 SBCS NCPD Support Service: Domestic Violence Response Team $ 20,000.00 $ 19,091.15 $ 17,500.05 TIP San Diego Trauma Intervention Programs $ 14,168.15 $ - $ - Police Department AEDs for Police Vehicles $ 39,992.70 $ - $ - Public Service Total: $ 177,179.15 $ 82,091.15 $ 118,318.05 Non -Public Services Funds Available: $556,892.50 Applicant Name Program Name Funding Request FY 2021 Staff Recommendation FY 2020 Award Neighborhood Services Division Housing Inspection Program $ 52,270.65 $ - $ 120,981.39 Fire Department Fire Station 34 Section 108 Loan Payment $ 556,892.50 $ 556,892.50 $ 532,804.00 Non -Public Service Total: $ 609,163.15 $ 556,892.50 $ 653,785.39 Planning and Administration Funds Available: $146,678.20 Applicant Name Program Name Funding Request FY 2021 Staff Recommendation FY 2020 Award National City Housing Authority CDBG Program Administration $ 105,678.00 $ 105,678.00 $ 122,757.40 CSA San Diego County Fair Housing and Tenant -Landlord Education $ 41,000.00 $ 41,000.00 $ 35,000.00 Planning & Admin Total: $ 146,678.00 $ 146,678.00 $ 157,757.40 CDBG Total: $ 933,020.30 $ 785,661.65 $ 929,860.84 HOME Investment Partnerships (HOME) Program Project Funds Available: $464,364.91 Applicant Name Program Name Funding Request FY 2021 Staff Recommendation FY 2020 Award South Bay Community Services Tenant Based Rental Assistance Program $ 356,532.00 $ 415,116.00 $ 446,940.99 National City Housing Authority CHDO Set -Aside CHDO Set -Aside $ 49,248.45 $ 49,248.91 $ 88,600.00 Total: $ 405,780.45 $ 464,364.91 $ 535,540.99 Planning & Administration Funds Available: $51,596.09 Applicant Name Program Name Funding Request FY 2021 Staff Recommendation FY 2020 Award National City Housing Authority HOME Program Administration $ 51,596.09 $ 51,596.00 $ 50,120.89 HOME Total: $ 457,376.54 $ 515,960.91 $ 585,661.88 Page 1 of 1 189 of 194 Attachment No. 2 --"" CIF 8IRNIA - N iO A.LCfly '-- INcnRPOS AT Q PUBLIC NOTICE CITY OF NATIONAL CITY FIRST PUBLIC HEARING FOR THE DRAFT FISCAL YEAR 2021-2022 ANNUAL ACTION PLAN In accordance with the federal regulations at 24 CFR, Part 91, the City of National City (City) is required to prepare and submit an Annual Action Plan for its Housing and Community Development Entitlement Programs funded by the U.S. Department of Housing and Urban Development (HUD). The 2020-2024 Consolidated Plan outlines the City's housing and non -housing community development needs and priorities over five years. The Action Plan 2021-2022 outlines how the City intends to spend $733,391 in federal Community Development Block Grant (CDBG) and approximately $328,323 in federal HOME Investment Partnerships (HOME) Program entitlement funds. In addition to the funding sources noted above, the City anticipates reprogramming $52,270.65 from CDBG activities and allocating $187,637.91 in program income earned from previous years HOME activities to fund activities listed under the proposed Action Plan. Notice is hereby given that the City Council of the City of National City will hold the first of two Public Hearings on Tuesday, March 16, 2021, at 6:00 p.m. The purpose of the Public Hearing is to provide an opportunity for public comment on the recommendations made to the City Council for funding of the CDBG and HOME Program activities listed under the 2021-2022 Action Plan. The Consolidated Plan is available for review on the City's website www.nationalcityca.gov/cdbg-home. Hardcopies are available at the office of the City Clerk (1243 National City Boulevard, National City, CA 91950) A second Public Hearing will be conducted at the regularly scheduled City Council meeting on May 4, 2021, to review public comments received during a 30-day public review period (March 19 through April 18, 2021) of the draft 2021-2022 Annual Action Plan; and to provide interested persons and community groups with one last opportunity to share their thoughts regarding the Plan and the CDBG and HOME Program activities being proposed. After all public comments have been considered at the Public Hearing on May 4, 2021, the City Council will adopt the 2021-2022 Action Plan and proposed CDBG and HOME Program funding recommendations. Public participation is an essential part of the development of the Annual Action Plan. Interested persons and community groups are invited to watch and participate in these hearings. Both Public Hearings will be held online at www.nationalcityca.gov/webcast. Public comment may be submitted prior to the meeting in writing by email at PublicComment@nationalcityca.gov; please provide the agenda item number and title of the item in the subject line of the email. Public comments or testimony is limited to up to three (3) minutes. All email comments received by 4:00 p.m. on the day of the meeting will be emailed to the City Council Members and made a part of the official record. To provide live public comment during the meeting, you must pre -register on the City's website at https://www.nationalcityca.gov/publiccomment by 4:00 p.m. on the day of the regular meeting to join the City Council Meeting. For more information regarding this process, please contact the City Clerk's Office at (619) 336-4228 or by email at Clerk@nationalcityca.gov. Hearing -impaired persons, please use the CAL Relay Service Number 711. Asistencia en Espanol: Para que le interpreten la information en espafiol, llame al (619) 336-4391. Brad Raulston, City Manager City of National City March 5, 2021 190 of 194 Attachment No. 3 Consolidated Plan Goals 2020-2024 The 2020-2024 Consolidated Plan is the framework for the U.S. Department of Housing and Urban Development's (HUD) Community Development Block Grant (CDBG) and HOME Investment Partnerships (HOME) Program entitlement programs. The Plan outlines the City's housing and non -housing community development needs and priorities over five years. 1. Goal: Provide Decent and Affordable Housing • Priority: Conserve and Improve Existing Affordable Housing o Assistance to aid in the rehabilitation of single-family and multi -family housing units. o Acquisition, with or without rehabilitation, of multi -family projects. o Conservation of affordable housing at risk of converting to market -rate housing. • Priority: Provide Homeownership Assistance o Assistance to low -moderate income households to achieve homeownership o Assistance to developers for the acquisition and re -sale of housing units to low -moderate income homebuyers. • Priority: Assist in the Development of Affordable Housing o Assistance to developers in the development of affordable housing, including acquisition, land assemblage, construction, conversion, purchase of affordability covenants, or other mechanisms. 2. Goal: Provide Community Facilities and Infrastructure • Priority: Provide for Community Facilities and Infrastructure o Provide for new and improve existing community facilities and infrastructure. These may include, but are not limited to: parks and recreation facilities; fire equipment; facilities prioritized on the City's ADA Transition Plan; community facilities; and public streets, sidewalks, curbs, and rights -of -way. o Repayment of Fire Station 34 Section 108 loan. Assess the need for and (when determined to be warranted) pursue section 108 loans for large-scale public improvement and revitalization projects. 3. Goal: Provide Community and Supportive Services • Priority: Provide Community and Supportive Services o Provide for a variety of community and supportive services, with special emphasis on crime awareness and prevention programs such as code enforcement, services for the homeless, seniors, at -risk youth, the disabled, and other persons with special needs. 4. Goal: Support Initiatives that Reduce Homelessness • Priority: Support Initiatives that Reduce Homelessness o Tenant -based rental assistance that targets families that are homeless or housing insecure, and families experiencing domestic violence. Page 1 of 2 191 of 194 Attachment No. 3 o Participate in the San Diego County Regional Task Force on the Homeless (RTFH) and South Bay Homeless Alliance to assess needs and coordinate efforts to address needs. 5. Goal: Promote Equal Housing Opportunity • Priority: Promote Equal Housing Opportunity o Promote fair housing services provided by the City's fair housing services provider. o Comply with fair housing planning requirements (as identified in the Analysis of Impediments to Fair Housing Choice). 6. Goal: Planning and Administration • Priority: Planning and Administration o Invest in the planning and administration of the CDBG and HOME programs. Page 2 of 2 192 of 194 The following page(s) contain the backup material for Agenda Item: City Manager Report. (City Manager) Please scroll down to view the backup material. 193 of 194 Item # 03/16/21 City Manager Report (City Manager) 194 of 194