Agenda packet, regular meeting, first session — San Clemente City Council, June 17, 2025 (part 3 of 4)

remains limited in scope to the airspace subdivision of a single residential lot, and the land dedications contemplated by Conditions of Approval 2.6.D and 2.6.I are not applicable.
• Striking these two conditions (“the Amendment”) does not modify the core scope of the project: The project is limited to subdividing the airspace of a two (2) unit duplex into two condominiums to allow for separate ownership of each dwelling unit, while designating ownership of the attached ADU to one of the condominium units.
• No physical alterations to the site are necessary as a result of the Amendment. • No findings from the original Resolution are altered or affected as a result of the Amendment. The following remain true:
o The site is in a developed residential area served by existing utilities and public services
o The project conforms to the San Clemente General Plan and Zoning Ordinance, and no variances or exceptions are required. • For reference, related approved plans include:
o Coastal In-Concept Permit 20-219, and Coastal Development Permit 5-21- 0004
o Building Permit 22-1742: New Duplex; and Building Permit 22-1829:

Attached ADU
Therefore, this memo serves as approval for PHP25-080 to Amend TPM23-224 to remove Conditions of Approval 2.6.D and 2.6.I from Exhibit A of Zoning Administrator (ZA) Resolution 23-015 in accordance with SCMC 17.12.180, and the Applicant is relieved from integrating the language referenced by those Conditions into the applicable CC&R’s for TPM23-224.

For questions, please contact Laura Coury by phone at (949) 361-6188; or by email at [email protected].

Sincerely,
Jonathan Lightfoot
City Planner
Attachments:

1. Condo Plan for 229 Avenida Monterey

2. Parcel Map for 229 Avenida Monterey
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AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11G.

Submitted By: Public Works
Prepared By: Zak Ponsen, Assistant City Engineer
Dave Rebensdorf, Public Works Director/City Engineer
Subject:
..titl e
CONSIDERATION OF A RESOLUTION APPROVING FINAL PARCEL MAP 2018-137, 3 LOT SUBDIVISION AT 143
..body NORTH LA ESPERANZA
Fiscal Impact:

None.

Summary:

Edward M. Sanchez, the property owner and Subdivider of Final Parcel Map 2018-137, has submitted the Final Parcel Map for City Council approval. Staff has confirmed that the proposed Final Parcel Map is in conformance with the approved Tentative Parcel Map. Pursuant to the Subdivision Map Act, a legislative body shall not deny approval of a Final Parcel Map if it has previously approved a Tentative Parcel Map for the proposed subdivision and if it finds that the Final Parcel Map is in substantial compliance with the previously approved Tentative Parcel Map.

Thus, while the Subdivision Map Act and San Clemente Municipal Code Chapter 16 require City Council action to approve the Final Parcel Map, that action is ministerial.

Background:

Parcel Map 2018-137 involves the subdivision of one 21,536 square-foot residential property into three separate properties. See Figure 1 below. The City Engineer has reviewed and is satisfied with the quitclaims in favor of the City that the Subdivider obtained from all persons having any interest in existing rights of way for pipelines for the conveyance of water, and for all rights to all underground water. The Subdivider has satisfied all other Conditions of Approval that are required prior to Final Parcel Map approval. Copies of the proposed Final Parcel Map and approved Tentative Parcel Map are available for review at City Hall in the Public Works, Engineering Division.

The Tentative Parcel Map 2018-137 was approved by the City Council on August 21, 2018 by adopting Resolution No. 18-49, however, the approval was considered null and void after 24 months given that no final map was recorded. A new application for the subdivision was submitted in July of 2024. It was reviewed on February 5, 2025 by the Planning Commission, which recommended approval by the City Council. On April 1, 2025, the City Council approved Tentative Parcel Map 2018-137 by adopting Resolution No. 25-34. See Attachment 1 for the latest agenda package which also includes all previous City approvals. Unless the City Council finds that the Final Parcel Map is not in substantial compliance with the previously approved Tentative Parcel Map, approving the Final Parcel Map is a ministerial action. 521
Meeting Date: June 17, 2025 Agenda Item: 11G.

CITY OF SAN CLEMENTE 2
Figure 1- Vicinity Map
Council Options:
 Adopt Resolution No. 25-90 (Attachment 2), approving Final Parcel Map 2018-137, and accepting the water rights as dedicated.
 Modify and adopt Resolution 25-90.
 Continue the item and direct staff to provide additional information.  Deny Resolution No. 25-90 pursuant to the provisions of the Subdivision Map Act and the City Municipal Code Chapter 16, Final Parcel Maps require City Council action for approval, denial, or modifications. Per Subdivision Map Act (Government Code section 66474.1), a legislative body shall not deny approval of a Final Parcel Map if it has previously approved a Tentative Parcel Map for the proposed subdivision and if it finds that the Final Parcel Map is in substantial compliance with the previously approved Tentative Parcel Map.

Environmental Review/Analysis:

This project was previously found Categorically Exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15315 (Class 15: Minor Land Divisions) and 15301.k (Class 1: Existing Facilities) in connection with the approval of the Tentative Parcel Map. The approval of a Final Parcel Map is a ministerial action and not a “project” under CEQA.
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Meeting Date: June 17, 2025 Agenda Item: 11G.

CITY OF SAN CLEMENTE 3
Recommended Actions:

Staff recommends that the City Council approve Resolution No. 25-90, which would:

1. Approve the Final Parcel Map 2018-137 as it conforms to the requirements set forth in the Subdivision Map Act and the previously approved Tentative Parcel Map;

2. Accept on behalf of the City of San Clemente the water rights as dedicated;

3. Authorize and direct the Public Works Director/City Engineer to execute the Final Parcel Map; and

4. Authorize and direct the City Clerk to execute and submit the Final Parcel Map for recordation with the County of Orange Recorder’s Office.....recommendation ..end
Attachment:

1. April 1, 2025 City Council Agenda Report with Resolution 25-34

2. Resolution No. 25-90
Notification:

Richard Frei, property owner/representative
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AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING

CITY OF SAN CLEMENTE
Meeting Date: April 1, 2025 Agenda Item: 8A.

Submitted By: Community Development
Prepared By: Araceli Mejia, Assistant Planner
Jonathan Lightfoot, City Planner
Subject:
..titl ePUBLIC HEARING ON CONSIDERATION OF TENTATIVE PARCEL MAP (2018-137) FOR A ..bodyTHREE LOT RESIDENTIAL SUBDIVISION AT 143 N. LA ESPERANZA Fiscal Impact:

No fiscal impact.

Summary:

This item is a request for the City Council to approve a tentative parcel map, provided as Attachment 2, to divide a 21,536 square-foot parcel, located at 143 N. La Esperanza, into three new parcels. Figure 1, below, shows a map of the property, outlined in red, requested to be subdivided.

Figure 1 Vicinity Map
524
Meeting Date: April 1, 2025 Agenda Item: 8A.

CITY OF SAN CLEMENTE
Background:

The site is a 21,536 square foot lot within the Residential Low Density (RL) zoning district. The rear of the property is adjacent to Interstate-5 (I-5) to the west and south. The site is adjacent to single-family residences to the north, and vacant single-family residential lots to the east along Avenida de la Paz. The site slopes down from the street to the I-5 Right-of-Way. One residence is already built on the lot. The subdivision would allow for single family residences to be built on the newly created lots, which meet the size and frontage requirements prescribed within the Zoning Ordinance. There is a 14-foot-high block wall along the rear property to absorb I-5 traffic noise.

Applicant Justin Richmond and property owner Edward Sanchez request to subdivide the site into three parcels for sale. Municipal Code Section 16.04.015(I)(1) requires City Council approval of land subdivisions. This site was previously approved for a tentative parcel map on August 21, 2018, when the City Council adopted Resolution No. 18-49 to approve Tentative Parcel Map 2018-137 for the subject property. The minutes from that public hearing are provided as Attachment 3. However, the project entitlement was considered null and void after 24 months because a final parcel map was not recorded by such time.

A new application for the subdivision was submitted in July of 2024. It was reviewed on February 5, 2025 by the Planning Commission, which recommended approval to the City Council. The minutes and staff report with signed resolution from that Planning Commission meeting are provided as Attachments 4 and 5, respectively.

Council Options:

The City Council can approve the proposed project and adopt the attached Resolution 25-34, approving the project per required findings and Conditions of Approval.

The City Council may approve the proposed project with changes to the p conditions of approval.

The City Council may deny the proposed project based on specific findings.

Environmental Review/Analysis:

The Planning Division completed an initial environmental assessment of the project per the California Environmental Quality Act (CEQA). On February 5, 2025, the Planning Commission adopted Resolution PC 25-002 and determined that the project is categorically exempt from CEQA pursuant to CEQA Guidelines Section 15 (Class 15: Minor Land Divisions) because the subdivision involves four or fewer parcels in an urbanized residential zoned area that: 1) conforms to the General Plan and zoning; 2) can be developed without variances or exceptions; 3) no subdivisions have occurred on the site within the previous two years; 4) the parcel has an average slope less than 20 percent; and 5) no CEQA exceptions apply. The subdivision does not create new significant environmental impacts, change the significance of previously studied impacts, or result in need to add or change mitigation measures, beyond the impact analysis and mitigation in the certified Final Environmental Impact Report (FEIR) for the General Plan.

Additionally, the subdivision does not have significant impacts specific to the site and surrounding area.
525
Meeting Date: April 1, 2025 Agenda Item: 8A.

CITY OF SAN CLEMENTE
Recommended Actions:

Staff and the Planning Commission recommend that the City Council do the following:
..recommendation

1. Conduct a public hearing; and

2. Adopt Resolution 25-34, approving PHP24-346, Tentative Parcel Map 18-137, subject to attached Conditions of Approval.
..endAttachments:

1. Resolution No. 25-34; Exhibit A Conditions of Approval

2. Tentative Parcel Map 18-137

3. Excerpted minutes from the City Council Meeting of August 21, 2018 approving a similar application, which has since expired

4. Minutes from the Planning Commission Meeting of February 5, 2025

5. Staff Report and Resolution from the Planning Commission Meeting of February 5, 2025 Notification:

Public notification was completed pursuant to the requirements of the San Clemente Municipal Code.
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Attachment 1
RESOLUTION NO. 25-34

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING TENTATIVE
PARCEL MAP 2018-137, ESPERANZA SUBDIVISION OF A

SINGLE-FAMILY RESIDENTIAL LOT INTO THREE LOTS
LOCATED AT 143 NORTH LA ESPERANZA
WHEREAS, on August 21, 2018, the San Clemente City Council adopted Resolution No. 18-19 approving Tentative Parcel Map 2018-137 for 143 N. La Esperanza, which approval was considered null and void after 24 months given that no final parcel map was recorded; and
WHEREAS, on September 19, 2024, an application was submitted by Richard Frei, 914 East Katella Avenue, Anaheim, CA 92805, on behalf of property owner Edward Sanchez, and deemed complete on January 10, 2025, for Tentative Parcel Map 2018- 137 (PHP24-346), a request to subdivide one single-family residential lot into three lots.

The project site is 143 North La Esperanza, adjacent to Interstate-5 at the north end of North La Esperanza, and within the Residential Lotdescription is Portion of Lots 10- -095- 01; and
WHEREAS, the Planning Division has completed an initial environmental assessment of the above matter in accordance with the California Environmental Quality Act (CEQA) and recommended that the Planning Commission determine that the project is categorically exempt from CEQA pursuant to State CEQA Guidelines Section 15315 (Class 15: Minor Land Division) because the project falls within the minor land divisions exemption for subdivisions of four or fewer parcels; and
WHEREAS, the City's Development Management Team (DMT) reviewed the proposed project and determined that it complies with the General Plan, Zoning Ordinance, and other applicable City ordinances and codes including the requirements for parcel maps identified in SCMC 16.08.030. The DMT supports this project as conditioned in Exhibit A of this Resolution; and
WHEREAS, on February 5, 2025, the Planning Commission of the City of San Clemente held a duly noticed public hearing on the subject application, considered written and oral comments, and facts and evidence presented by the applicant, City staff, and other interested parties; and
WHEREAS, on February 5, 2025, Planning Commission adopted Resolution PC25-002, recommending that the City Council approve the project with the required findings and Conditions of Approval in Exhibit A and determining that the project is categorically exempt from the requirements of CEQA pursuant to CEQA Guidelines Section 15315 (Class 15: Minor Land Divisions).

WHEREAS, on April 1, 2025, the City Council of the City of San Clemente held a duly noticed public hearing on the subject application, considered written and oral 527
Resolution No. 25-34 Page 2
comments, and facts and evidence presented by the applicant, City staff, and any other interested parties.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

Section 1. Incorporation of Recitals.

The City Council hereby finds that all of the facts in the Recitals are true and correct and are incorporated and adopted as findings of the City Council as if fully set forth in this resolution.

Section 2. Tentative Parcel Map Findings
With respect to Tentative Parcel Map (TPM) 2018-137, the City Council finds as follows:

A. The site is physically suitable for the type of development in that:

1. The applicant has demonstrated that three lots may be developed in compliance with applicable provisions of the Municipal Code, including but not limited to setbacks, lot coverage, maximum height, landscaping, and parking;

2. The subdivision complies with standards for minimum lot size, minimum street frontage, minimum lot width, and maximum density.

3. Public services and utilities can be proposed to the proposed parcels.

B. The site is physically suitable for the proposed density of the development, in that:

1. The applicant has demonstrated that the development of the three parcels can occur in a manner consistent with applicable provisions of the Municipal Code;

2. The subdivision complies with standards for new parcels, including minimum lot size, minimum street frontage, minimum lot width, and maximum density of one per 6,000 square feet of lot area. Each parcel will contain more than 6,000 square feet.

3. Public services and utilities can be provided to the proposed parcels; and

4. The subdivision is consistent with the development density established by the General Plan and the environmental impacts studied and mitigated by the Final Environmental Impact Report (FEIR) and Addendum No. 1, certified for the Centennial General Plan adopted in February 2014.

C. The design of the subdivision or the proposed improvement sis not likely to cause substantial environmental damage or substantially avoidably injure fish or wildlife or their habitat, in that:

1. The subdivision is consistent with the development density established by the General Plan and the environmental impacts studied and mitigated by the Final Environmental Impact Report (FEIR) and Addendum No. 1, certified for the Centennial General Plan adopted in February 2014. In terms of cumulative General Plan build-out and city-wide impacts, the project does not create new significant environmental impacts, or result in need to add or change mitigation measures beyond the impact analysis and mitigation in the FEIR. 528
Resolution No. 25-34 Page 3
Additionally, the subdivision does not have significant impacts specific to the site and surrounding area.

D. The design of the subdivision or the type of improvements are not likely to cause serious public health problems, in that:

1. The subdivision complies with standards for minimum lot size, minimum street frontage, minimum lot width, and maximum density. The RL zoning district allows a maximum residential density of one unit per 6,000 square feet of the lot area. The subdivision of the site results in three lots for future development of three residences; and

2. Public services and utilities can be provided to the proposed parcels.

E. The subdivision, with its provisions for design and improvements, is consistent with the General Plan, in that:

1. The project is limited to subdividing a property into three lots for future development of three single-family residences in the Residential Low Density (RL) land use designation. The intended use of the RL designation is singlefamily residential, and the proposed subdivision is consistent with this intent.

The applicant has demonstrated that the sites can be developed in a manner consistent with applicable provisions of the municipal code. Compliance with city standards will be verified before grading or construction commences. The review will ensure the future land use are consistent with the Land Use Element Policy LU-1.04, Singlesingle-family houses and site be designed to convey a high level of architectural and landscape quality in accordance with the Urban Design -1.06,
complementary building materials, colors, and forms, while allowing flexibility

2. The subdivision complies with the maximum allowed density for the RL designation. The RL designation allowed a maximum residential density of one unit per 6,000 square feet of lot area. The site is approximately 21,504 square feet and the subdivision of the site results in three lots for future development of three residences; and

3. The subdivision is consistent with the development density established by the General Plan and the environmental impacts studied and mitigated by the Final Environmental Impact Report (FEIR) and Addendum No. 1, certified for the Centennial General Plan adopted in February 2014.

F. The design of the subdivision type of improvements will not conflict with easements, acquired by the public at large, for access through or use if the property within the proposed subdivision. Easements are included at the rear of the site to ensure that there is adequate access and space to provide for drainage adjacent to the Interstate-5 sound wall. The development of the subdivision in the future will no restrict access to the easements, based on the location of the easements and the open lot area and setbacks provided through the implementation of zoning requirements in the review of future development plans.

Section 3. City Council Approval
Based on the foregoing recitals and findings, and the written and oral comments, 529
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Resolution No. 25- EXHIBIT A

CONDITIONS OF APPROVAL
PHP24-346 TPM2018-137

STANDARD CONDITIONS

1.0 GENERAL CONDITIONS OF APPROVAL

1.1 Within 30 days of approval of this application, the applicant shall submit to the City Planner a signed acknowledgement concurring with all conditions of approval on a form to be provided by the City. Failure to submit this
acknowledgement may be grounds to revoke this approval.

Planning

1.2 1.3

1.4 The applicant shall defend (with counsel acceptable to the City), indemnify, and hold harmless the City of San
Clemente and its officers, employees, and agents from and against any claim, action, proceeding, fines, damages,
employees, or agents to attack, set aside, void, or annul any approval or condition of approval of the City concerning this project, including but not limited to any approval or condition of approval of the City Council, Planning
Commission, or City Planner, Zoning Administrator, or City employees or environmental finding. Applicant shall pay all costs upon request by the City. The City shall promptly notify the applicant of any claim, action, or proceeding concerning the project and the City shall cooperate fully in the defense of the matter at the a
City reserves the right, at its own option, to choose its own attorney to represent the City, its officers, employees, and If the applicant fails to so defend the matter, the City shall have the right, at its own option, to do so and, if it does, the applicant shall promptly pay the City's full cost of the defense.

Use and development of this property shall be in
substantial conformance with the approved plans, material boards and other applicable information submitted with this application, and with these conditions of approval. Any modifications to the project shall be reviewed by the City Planner in accordance with the Zoning Ordinance Section

17.12.180.

The applicant shall comply with all applicable current and future provisions of the San Clemente Municipal Code,
adopted ordinances, and state laws.

Planning
Planning
All
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Resolution No. 25-24 Page 2
Exhibit A

1.5 Use of the subject property shall conform to all occupancy requirements, including posting of signs related to the maximum occupancy limitations.

All

1.6 1.7

1.8 TPM18-137 shall be deemed to have expired if within three years of approval the project is not commenced or the
project permitted by the approved application has lapsed, as defined by Zoning Ordinance Section 17.12.150.

Within five business days of project approval, the applicant shall submit to the Planning Division a check made payable to the Orange County Clerk-Recorder in the amount of $50 for filing the CEQA Notice.

Within 2 years after the approval date of Tentative Parcel Map No. 2018-137, unless an extension is granted as
provided in Section 16.12.100 of the Code of the City of San Clemente and Section 66452.6 of the Government
Code of the State of California (Subdivision Map Act), the subdivider shall cause the subdivision, or any part thereof, to be surveyed, and a final map to be prepared and
recorded in accordance with the tentative parcel map as approved. The final map shall be subject to pertinent
requirements of the Subdivision Map Act and shall conform to the approved tentative tract/parcel map, City standards, and all other applicable approved plans, codes,
ordinances, statutes and regulations.

Any failure to record a final parcel map within the time period specified, shall terminate all proceedings, and the approval or conditional approval of the tentative parcel map shall be null and void. Before a final parcel map may
thereafter be recorded on the same parcel of land, a new tentative parcel map shall be filed and approved pursuant to SCMC 16.12.100 (A)(B).

Planning
Planning
Planning

2.0 PRIOR TO APPROVAL OF A FINAL MAP

2.2 Prior to recordation of the final map, the applicant shall submit to the City Engineer evidence that the County
Surveyor has approved a digitized tract/parcel map
pursuant to Orange County Ordinance No. 3809 dated
January 28, 1991. The owner or designee shall pay for all costs of said digital submittals, including supplying digital copies to the City of the final, County Surveyor-approved digital map in DXF format.

Public
Works
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Resolution No. 25-24 Page 3
Exhibit A

2.7 The applicant shall reimburse the City all costs associated with review of the project CC&Rs, Disclosure Statements, Office. The owner shall also pay all applicable development and final map fees for each unit, which may include, but are not limited to, City Consultants review fees, park
acquisition and development, water and sewer connection, drainage, and grading.

Planning
Public
Works
Easements 2.8 The final map shall depict the location of all easements for public sidewalk, open space, trails, water and sewer
easements, storm drains and storm drain maintenance
access, public street lights, utilities, reciprocal access, emergency access, slopes and slope maintenance, and
landscaping. All drainage easements shall be a minimum
of 15 feet. No drainage facilities accepted for dedication or maintenance by the City shall be located within slopes. (SCMC Section 16.28.030)
Public
Works

2.9 The applicant shall demonstrate to the satisfaction of the City Engineer that quitclaims in favor of the City have been obtained from all persons having any interest in existing rights of way for pipelines for the conveyance of water, and for all rights to all underground water. The right to all underground water, but without right of entry to the surface thereof, shall be conveyed to the City. No easements shall be granted nor recorded over any portion of the property shown on the submitted record map between the date the
tentative map is approved by the Planning Commission and the date the final or record map is recorded by the County Recorder. (SCMC Section 13.04.500)
Improvements
Public
Works

3.10 The applicant shall submit, and the City Engineer shall approve, frontage improvement plans. The applicant shall be responsible for the construction of all required frontage improvements as approved by the City Engineer including but not limited to the following:

A. Sidewalk, including construction of compliant
sidewalk around drive approach or other obstructions
to meet current City standards (2% cross fall) when
adequate right-of-way exists. Since the street rightof-way is approximately 5 feet behind the curb face, a sidewalk easement is anticipated to be required to
be granted to the City. Said sidewalk easement shall
Public
Works
534
Resolution No. 25-24 Page 4
Exhibit A
be offered for dedications on the Final Parcel Map.

B. Per City Municipal Code Section 12.08.010 (A),
when building permit valuations exceed $50,000, the
owner or designee shall construct sidewalk along the
property frontage, unless a waiver is obtained.
(SCMC Chapter 15.36 and Sections 12.08.010, and

12.24.050)

4.0 PRIOR TO ISSUANCE OF BUILDING PERMITS

4.1 4.15
The working drawings shall include within the first four pages a list of all conditions of approval included in this resolution.

The new buyer/owner of the new parcels shall apply for a Development Permit prior to the issuance of a building
permit pursuant to San Clemente Municipal Code Section

17.16.100 (SCMC 17.16.100).

Building
Planning
All Conditions of Approval are standard, unless indicated as follows:

Denotes a modified standard Condition of Approval.

Denotes a project specific Condition of Approval
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AGENDA ITEM: 8-B

STAFF REPORT

SAN CLEMENTE PLANNING COMMISSION
Date: February 05, 2025
PLANNER: Araceli Mejia, Assistant Planner
SUBJECT: Public Hearing Project (PHP) 24-346: Tentative Parcel Map 2018-137, 143 N. La Esperanza Subdivision, a request to consider the subdivision of a single-family residential lot into three lots.

The Planning Commission will also consider whether the project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines §15315 (Class 15: Minor Land Divisions).

LOCATION: 143 North La Esperanza, APN: 057-095-01
ZONING/ GENERAL PLAN: Residential Low

REQUIRED FINDINGS
The following findings shall be made to approve the proposed project. The draft Resolution (Attachment 1) and analysis section of this report provide an assessment of Tentative Parcel Map (TPM), SCMC 16.08.060 (C), to allow the subdivision of property into four or fewer parcels
a. The site is physically suitable for this type of development. b. The site is physically suitable for the proposed density of the development. c. The design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably insure fish or wildlife or their habitat.
d. The design of the subdivision or the type of improvements is not likely to cause serious public health problems.
e. The subdivision, with its provisions for any design and improvements, is consistent with the General Plan and any applicable specific plan. f. The design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or sue of property within the proposed subdivision.
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143 N. La Esperanza Subdivision Page 2

BACKGROUND
The site is a 21, 536 square foot lot within the Residential Low Density (RL) zoning district.

The rear of the property is adjacent to Interstate-5 (1-5) to the west and south. The site is adjacent to single-family residences. To the north, and vacant single-family residential lots to the east. The site slopes down from the street to I-5 Right-of-Way. There is a 14- foot-high block wall along the rear property line to absorb I-5 traffic noise. Figure 1 is an aerial photograph of the site. Applicant Justin Richmond, requests to subdivide the site into three parcels for sale. Municipal Code Section 16.04.015(H)(1) requires City Council subdivision as an advisory body and forward a recommendation to the City Council. This site had been approved for a tentative parcel map on August 21, 2018, when the San Clemente City Council passed and adopted Resolution No. 18-49 to approve Tentative Parcel Map 2018-137 for 143 N. La Esperanza; however, the approval was considered null and void after 24 months given that no final parcel map was recorded.

Figure 1: Aerial View of Project Site
Development Management Team Meeting
The City's Development Management Team (DMT) reviewed the project and recommends approval with conditions included in Attachment 1, Exhibit A. 554
143 N. La Esperanza Subdivision Page 3
Noticing
Public notices were distributed and posted per City and State requirements. Staff has not received any public comments on this item to-date.

PROJECT DESCRIPTION
The Tentative Parcel Map is a request to subdivide the site into three single-family residential lots that are 6,074 square feet, 6,144 square feet, and 9,318 square feet. The subdivision is shown in Figure 2 below. Development plans are not proposed in conjunction with the subdivision so a Development Permit is not required. The subdivision would allow future development of a single-family residence on each lot with the approval of building and grading permits.

Figure 2: Tentative Parcel Map 2018-18, lot dimensions

PROJECT ANALYSIS
The parcel map complies with the subdivision standards for minimum lot size, minimum street frontage, minimum lot width, and maximum density. The project site may be developed in accordance with Zoning Ordinance standards without the need for variances or exceptions based on staff review of preliminary grading plans and conceptual development plans. In the future development of the proposed lots will be reviewed through the permitting process to ensure residences comply with zoning requirements for building setbacks, maximum height, lot coverage, parking and other criteria. 555
143 N. La Esperanza Subdivision Page 4
The project scope of work only includes the subdivision of land and not the any development of the land. At the time of development of any of the future vacant parcels, the buyer/owner will need to apply for a Development Permit pursuant to SCMC

17.16.100, Table 17.16.100 Review Process for Development Permit, developments on new parcels created from a subdivision of a property.

Development Standards
The project meets development standards for Residential Low (RL) zone and other requirements, as shown in Table 1.

Table 1 Development Standards
Development
Standard Proposed
Complies
with
standards
Lot area, minimum 6,000 sq ft Lot 1: 6,074 sq ft
Lot 2: 6,144 sq ft
Lot 3: 9,318 sq ft
Yes
Yes
Yes
Lot frontage, 60 ft Lot 1: 129.98 ft
Lot 2: 73.05 ft
Lot 3: 237.91 ft
Yes
Yes
Yes
Lot width, minimum 60 ft Lot 1: 99.63 ft
Lot 2: 68.92 ft
Lot 3: 226.10 ft
Yes
Yes
Yes
Density, maximum 7.0 dwelling units/
net acre
1 unit/ lot at 6
units per net acre
Yes
Maximum number of units 1 dwelling unit/ lot 1 dwelling unit/ lot Yes Tentative Parcel Map
The subdivision meets required findings for Tentative Parcel Map approval. The tentative parcel map includes all the required contents according to SCMC 16.08.030 in order for the Development Management Team to properly review the project. While no development is proposed with this request, in the future the site may only be developed with single-family residences with a Development Permit application approved by the Planning Commission. The applicant of Tentative Parcel Map 2018-137 is not required to apply for a Development Permit at this time because the plans for new builds are only conceptual to show that the lots are buildable. Utilities and public services are available to serve the proposed parcels. Access to the sites can be provided in compliance with the City Standards. Easements are proposed at the rear of the site 556
143 N. La Esperanza Subdivision Page 5
to ensure adequate access and space for drainage to the Interstate-5 sound wall. The future development of the subdivision will not restrict access to the easements.

GENERAL PLAN CONSISTENCY
The proposed subdivision is consistent with the Centennial General Plan. The project is limited to subdividing a property into three lots for future development of three singlefamily residences in the Residential Low Density (RL) land use designation. The intended use of RL designation is single-family residential, and proposed subdivision is consistent with this intent. The applicant has demonstrated that the sites can be developed in a manner consistent with all applicable provisions of the Municipal Code. Compliance with city standards will be verified before grading or construction commences.

Table 3 summarizes how the proposed use is consistent with applicable General Plan policies.

ENVIRONMENTAL REVIEW/COMPLIANCE (CEQA)
The Planning Division completed an initial environmental assessment of the project per the California Environmental Quality Act (CEQA). Staff recommends the Planning Commission determine the project is Categorically Exempt from CEQA pursuant to CEQA Guidelines Section 15 (Class 15: Minor Land Divisions) because the subdivision involves four or fewer parcels in an urbanized residential zoned area that: 1) conforms to the General Plan and zoning; 2) can be developed without variances or exceptions; 3) no subdivisions have occurred on the site within the previous two years; 4) the parcel has an average slope less than 20 percent; and 5) no CEQA exceptions apply.

The subdivision does not create new significant environmental impacts, change the significance of previously studied impacts, or result in need to add or change mitigation measures, beyond the impact analysis and mitigation in the certified Final Environmental Impact Report (FEIR) for the General Plan. Additionally, the subdivision does not have significant impacts specific to the site and surrounding area.

ALTERNATIVES;
The Planning Commission may take any of the following actions:

1. The Planning Commission can concur with staff and recommend City Council approval of the proposed project.

This is the recommended action. This action would result in the adoption of the attached Resolution PC25-002, forwarding a recommendation to the City Council to approve the project per required findings and Conditions of Approval. The Planning Commission can take this action if it determines the request meets all required findings shown in Attachment 1.
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143 N. La Esperanza Subdivision Page 6

2. The Planning Commission, at its discretion, may recommend the City Council approval.

This action would result in any modifications to the project or Conditions of Approval and forwarding a recommendation to the City Council to approve the project. This could involve changes to the conditions of approval identified in Attachment 1, Exhibit A.

3. The Planning Commission can recommend that the City Council deny the proposed project.

This action would result in forwarding a recommendation to the City Council to deny the project, requiring this item to be continued so staff can draft a new resolution. To take this action, the Planning Commission should cite reasons for not being able to meet required findings.

These actions may be appealed by the application to the City Council within ten days of the decision pursuant to San Clemente Municipal Code § 17.12.140 or be called up by the City Council for review and action.

RECOMMENDATION
Staff recommends that the Planning Commission:

1. Determine the project is Categorically Exempt from the requirements of the CEQA pursuant to CEQA Guidelines Section 15 (Class 15: Minor Land Divisions); and

2. Adopt Resolution PC 25-002, recommending that the City Council approve PHP24-346, Tentative Parcel Map 18-137, subject to attached conditions of approval.

Attachments:

1. Resolution No. PC 25-002
Exhibit A - Conditions of Approval
Exhibit B - Tentative Parcel Map 18-137

2. Minutes from City Council Meeting of August 21, 2018 approving a similar application, which has since expired.
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Attachment 2
4860-5047-5367 v1
RESOLUTION NO. 25-90

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING FINAL
PARCEL MAP 2018-137, A 3 LOT SUBDIVISION LOCATED
AT 143 NORTH LA ESPERANZA
WHEREAS, the property owner and subdivider, Edward M. Sanchez, owns a 21,536 square foot single-family residential lot located at 143 North La Esperanza; and WHEREAS, on August 21, 2018, the San Clemente City Council adopted Resolution No. 18-19 approving Tentative Parcel Map 2018-137 for 143 North La Esperanza, which approval was considered null and void after 24 months given that no final parcel map was recorded; and
WHEREAS, on September 19, 2024, an application was submitted by Richard Frei, 914 East Katella Avenue, Anaheim, CA 92805, on behalf of property owner Edward Sanchez, and deemed complete by staff on January 10, 2025, for Tentative Parcel Map 2018- 137 (PHP24-346), a request to subdivide one single-family residential lot into three lots. The project site is 143 North La Esperanza, adjacent to Interstate-5 at the north end of North La Esperanza, and within the Residential Lot-Density Zone (RL). The site’s legal description is Portion of Lots 10-13, Tract 898, and Assessor’s Parcel Number 057-095- 01; and
WHEREAS, on February 5, 2025, Planning Commission adopted Resolution PC25- 002, recommending that the City Council approve the project with the required findings and Conditions of Approval and determining that the project is categorically exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15315 (Class 15: Minor Land Divisions); and WHEREAS, on April 1, 2025, the City Council of the City of San Clemente held a duly noticed public hearing on the subject application, considered written and oral comments, and facts and evidence presented by the applicant, City staff, and any other interested parties; and
WHEREAS, on April 1, 2025, the City Council adopted Resolution 25-34, approving Tentative Parcel Map 2018-137 with the required findings and Conditions of Approval and determining that the project is categorically exempt from the requirements of CEQA pursuant to CEQA Guidelines Section 15315 (Class 15: Minor Land Divisions); and WHEREAS, Resolution 25-34 included Conditions of Approval for the subdivider to dedicate any interest in existing rights of way for pipelines for the conveyance of water and the rights to all underground water; and
WHEREAS, the subdivider has satisfied all the Conditions of Approval and offered to the City water rights as dedicated; and
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Resolution No. 25-90 Page 2
4860-5047-5367 v1
WHEREAS, this project was previously found Categorically Exempt from the requirements of the California Environmental Quality Act pursuant to CEQA Guidelines Section 15315 (Class 15: Minor Land Divisions) in connection with the approval of the Tentative Parcel Map; and
WHEREAS, pursuant to the provisions of the Subdivision Map Act and the City Municipal Code Chapter 16, Final Parcel Maps require City Council action for approval, denial, or modifications; and
WHEREAS, on June 17, 2025, the City Council considered a resolution approving Final Parcel Map 2018-137.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That the San Clemente City Council hereby approves Final Parcel Map 2018-137 as it conforms to the requirements set forth in the Subdivision Map Act and the previously approved Tentative Parcel Map.

SECTION 3. That the San Clemente City Council hereby accepts on behalf of the City of San Clemente the water rights as dedicated.

SECTION 4. That the Public Works Director/City Engineer is authorized and directed to execute the Final Parcel Map.

SECTION 5. That the City Clerk is authorized and directed to execute and submit the Final Parcel Map for recordation with the County of Orange Recorder’s Office.

SECTION 6. 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 _____ day of June, 2025.

ATTEST:
___________________________ __________________________
City Clerk of the City of Steve Knoblock, Mayor of the
San Clemente, California City of San Clemente, California 569
Resolution No. 25-90 Page 3
4860-5047-5367 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-90 was adopted at a regular meeting of the City Council of the City of San Clemente held on _______ day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11H.

Submitted By: Public Works
Prepared By: Zak Ponsen, Assistant City Engineer
Dave Rebensdorf, Public Works Director/City Engineer
Subject:
..titl e
CONSIDERATION OF A RESOLUTION APPROVING FINAL PARCEL MAP 2018-172, 405 PASADENA COURT CONDOMINIUM ..body SUBDIVISION
Fiscal Impact:

None.

Summary:

Michael W. Palkovic and Kathleen D. Palkovic, the property owners and Subdivider of Final Parcel Map 2018-172, have submitted the Final Parcel Map for City Council approval. Staff has confirmed that the proposed Final Parcel Map is in conformance with the approved Tentative Parcel Map. Pursuant to the Subdivision Map Act, a legislative body shall not deny approval of a Final Parcel Map if it has previously approved a Tentative Parcel Map for the proposed subdivision and if it finds that the Final Parcel Map is in substantial compliance with the previously approved Tentative Parcel Map. Thus, while the Subdivision Map Act and San Clemente Municipal Code Chapter 16 require City Council action to approve the Final Parcel Map, that action is ministerial.

Background:

Parcel Map 2018-172 contains two residential condominium dwelling units on one 5,788 squarefoot lot (see attached Location Map). The California Coastal Commission approved a Coastal Development Permit (5-22-0938) on March 19, 2025. The Conditions, Covenants and Restrictions (CC&Rs) for the project have been reviewed by the City Attorney, but minor corrections are still pending. The proposed Resolution includes a condition that the City Engineer is not to execute the Final Parcel Map until verification that the CC&Rs and payment of the review fees have been completed and approved by the City Attorney and City Planner. Included on the Final Parcel Map is an offer of dedication of a varied width easement for sidewalk and public access purposes along Pasadena Court. The City Engineer has reviewed and is satisfied with the quitclaims in favor of the City that the Subdivider obtained from all persons having any interest in existing rights of way for pipelines for the conveyance of water, and for all rights to all underground water. The Subdivider has satisfied all other Conditions of Approval that are required prior to Final Parcel Map approval. The only remaining action for satisfying the Conditions of Approval is for the Subdivider to record the CC&Rs in a form acceptable to the City Attorney, which will be recorded immediately after the Final Parcel Map. Copies of the proposed Final Parcel Map and approved Tentative Parcel Map are available for review at City Hall in the Public Works, Engineering Division.
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Meeting Date: June 17, 2025 Agenda Item: 11H.

CITY OF SAN CLEMENTE 2
Council Options:
 Adopt Resolution No. 25-91 (Attachment 2), approving Final Parcel Map 2018-172, accepting a sidewalk and pedestrian access easement and water rights as dedicated.  Modify and adopt Resolution 25-91.
 Continue the item and direct staff to provide additional information.  Deny Resolution No. 25-91 until the CC&Rs have been finalized or pursuant to the provisions of the Subdivision Map Act and the City Municipal Code Chapter 16, Final Parcel Maps require City Council action for approval, denial, or modifications. Per Subdivision Map Act (Government Code section 66474.1), a legislative body shall not deny approval of a Final Parcel Map if it has previously approved a Tentative Parcel Map for the proposed subdivision and if it finds that the Final Parcel Map is in substantial compliance with the previously approved Tentative Parcel Map. The Tentative Parcel Map 2018-172 was approved by the Zoning Administrator on January 23, 2020 through Resolution ZA 20-001. See Attachment 3.

The Tentative Parcel Map was then approved for a time extension (PLN 19-230). See Attachment 4. The time was approved by the Community Development Director on January 29, 2023. See Attachment 4. Unless the City Council finds that the Final Parcel Map is not in substantial compliance with the previously approved Tentative Parcel Map, approving the Final Parcel Map is a ministerial action.

Environmental Review/Analysis:

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council approve Resolution No. 25-91, which would:

1. Approve the Final Parcel Map 2018-172 as it conforms to the requirements set forth in the Subdivision Map Act and the previously approved Tentative Parcel Map;

2. Accept on behalf of the City of San Clemente the sidewalk and pedestrian access easement as dedicated;

3. Accept on behalf of the City of San Clemente the water rights as dedicated;

4. Authorize and direct the Public Works Director/City Engineer to execute the Final Parcel Map upon verification that the CC&Rs and payment of the review fees have been completed and approved by the City Attorney and City Planner; and
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Meeting Date: June 17, 2025 Agenda Item: 11H.

CITY OF SAN CLEMENTE 3

5. Authorize and direct the City Clerk to execute and submit the Final Parcel Map for recordation with the County of Orange Recorder’s Office... recommendation ..end
Attachment:

1. Location Map

2. Final Parcel Map Resolution No. 25-91

3. Zoning Administrator Staff Report, dated January 23, 2020

4. Community Development Director Approval Letter for Time Extension of the Tentative Parcel Map, dated January 9, 2023
Notification:

Brian Diaz, property owner/representative
Michael W. Palkovic, property owner
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Attachment 1
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Attachment 2
4860-5047-5367 v1
RESOLUTION NO. 25-91

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING FINAL
PARCEL MAP 2018-172, LOCATED AT 405 PASADENA
COURT
WHEREAS, the property owner and subdivider, Michael W. Palkovic and Kathleen D. Palkovic, husband and wife, own a two-unit apartment building located at 405 Pasadena Court; and
WHEREAS, the subdivider applied for a Tentative Parcel Map in order to subdivide the two-unit apartment building into two condominiums; and WHEREAS, the Tentative Parcel Map 2018-172 was approved by the Zoning Administrator on January 23, 2020 through Resolution ZA 20-001; and WHEREAS, the Tentative Parcel Map 2018-172 was granted a Time Extension by the Community Development Director on January 29, 2023; and WHEREAS, Resolution ZA 20-001 included Conditions of Approval for the subdivider to obtain California Coastal Commission approval for the proposed Final Parcel Map, City Attorney approval of Conditions, Covenants and Restrictions (CC&Rs), dedication of an easement for sidewalk and public access purposes, and obtaining from all persons having any interest in existing rights of way for pipelines for the conveyance of water and the rights to all underground water; and
WHEREAS, the CC&Rs have been reviewed by the City Attorney and are not finalized at this time; and
WHEREAS, except for the CC&Rs, the subdivider has satisfied all the Conditions of Approval and offered to the City the sidewalk and pedestrian access easement and all water rights as dedicated; and
WHEREAS, this project was previously found Categorically Exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15315 (Class 15: Minor Land Divisions) and 15301.k (Class 1: Existing Facilities) in connection with the approval of the Tentative Parcel Map; and WHEREAS, pursuant to the provisions of the Subdivision Map Act and the City Municipal Code Chapter 16, Final Parcel Maps require City Council action for approval, denial, or modifications; and
WHEREAS, on June 17, 2025, the City Council considered a resolution approving Final Parcel Map 2018-172 at its regular meeting. 575
Resolution No. 25-91 Page 2
4860-5047-5367 v1
NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and fully incorporated herein.

SECTION 2. Contingent upon revisions to the CC&Rs approved by the City Attorney, that the San Clemente City Council hereby approves Final Parcel Map 2018- 172 as it conforms to the requirements set forth in the Subdivision Map Act and the previously approved Tentative Parcel Map.

SECTION 3. That the San Clemente City Council hereby accepts on behalf of the City of San Clemente the sidewalk and pedestrian access easement as dedicated on said Map.

SECTION 4. That the San Clemente City Council hereby accepts on behalf of the City of San Clemente the water rights as dedicated on said Map.

SECTION 5. That the Public Works Director/City Engineer is authorized to execute the Final Parcel Map upon verification that the CC&Rs and payment of the review fees have been completed and approved by the City Attorney and City Planner.

SECTION 6. That the City Clerk is authorized to execute and submit the Final Parcel Map for recordation with the County of Orange Recorder’s Office.

SECTION 7. 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 _____ day of June, 2025.
___________________________
Steve Knoblock, Mayor of the
City of San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of
San Clemente, California
576
Resolution No. 25-91 Page 3
4860-5047-5367 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-91 was adopted at a regular meeting of the City Council of the City of San Clemente held on _______ day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of ________________, ________. _______________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
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Attachment 3
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Attachment 4
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910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11I.

Submitted By: Public Works
Prepared By: Julie Schmidt, Sr. Management Analyst
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO A

REGIONAL CONTRACT BETWEEN THE SOUTH ORANGE COUNTY WASTEWATER AUTHORITY (SOCWA), JCI JONES CHEMICAL, INC., AND SOCWA ENTITIES FOR SUPPLY

OF SODIUM HYPOCHLORITE TO THE WATER RECLAMATION PLANT FOR WASTEWATER

TREATMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT, AND

AUTHORIZING THE PUBLIC WORKS DIRECTOR TO APPROVE UP TO THREE ONE-YEAR

RENEWALS
..body
Fiscal Impact:

The funding for the supply of Sodium Hypochlorite (bleach) to the City’s Water Reclamation Plant (WRP) for wastewater treatment was approved in the Fiscal Year 2026 Budget in the Water Operating Fund, Account Number 052-465-42150 in the amount of $185,400. Additional funding for any contract extensions will be proposed as part of the City’s annual budget process for future fiscal years. It is estimated that there will be an annual cost decrease of approximately 29% for Sodium Hypochlorite with the new contract as compared to the current contract.

Summary:

Before the City Council is the approval of the City’s participation in a regional contract with SOCWA, JCI Jones Chemical, Inc. (JCI) and SOCWA entities for a one-year term for the supply of Sodium Hypochlorite (bleach) to the City’s WRP for wastewater treatment, and to authorize the Public Works Director/City Engineer to approve up to three optional one-year renewals to the contract for amounts not to exceed the approved budget amounts for this chemical in each appropriate fiscal year. The Agenda Item from the SOCWA Board of Directors Meeting on June 5, 2025 related to this contract can be found in Attachment 3.

The City’s WRP uses chlor-alkali products extensively for disinfection of recycled water, wastewater treatment process control, and to control odors in foul air scrubbings. Chlor-alkali products include 5.25% and 12.5% Sodium Hypochlorite (bleach) and 25%, 30%, and 50% Sodium Hydroxide (caustic soda). SOCWA entities have a long history of partnering to purchase bulk chemical supplies to reduce costs, and the City of San Clemente currently participates in various contracts through SOCWA for WRP chemicals.

Background:

The City of San Clemente participates in regional contracts to purchase wastewater treatment chemicals with SOCWA and other agencies that are collectively referred to as SOCWA entities (including Santa Margarita Water District, City of San Clemente, El Toro Water District, Irvine Ranch Water District, Trabuco Canyon Water District, and Moulton Niguel Water District). 589
Meeting Date: June 17, 2025 Agenda Item: 11I.

CITY OF SAN CLEMENTE 2
The current Sodium Hypochlorite contract that the City participates in through SOCWA with Olin Corporation/ Pioneer Americas, LLC will expire on June 30, 2025. SOCWA staff conducted a Request for Proposal process, and received four proposals for the various chlor-alkali products.

The proposals were reviewed and evaluated by SOCWA staff, and the recommendation for the new Sodium Hypochlorite contract is JCI Jones Chemical, Inc. This vendor proposed the lowest cost using the method in the Request for Proposal document, and they have many active water and wastewater agency Sodium Hypochlorite contracts in Southern California. The references provided by JCI provided positive feedback and did not note delivery issues, safety concerns, or contract issues. SOCWA has used JCI in the past for bulk chlorine deliveries and did not have any noted issues as previously mentioned. JCI has one Southern California production site and 11 nationally.

The pricing under the proposed contract will be fixed for the initial 1-year term of the contract, however, to address potential tariff impacts and the ongoing uncertainty of changes to tariffs during the duration of the contract period, the following terms have been incorporated into the contract:

Impacts from Tariffs. The parties acknowledge and agree that tariffs, levies, duties, taxes, or laws/regulations of similar effect (collectively, “Tariffs”) may go into effect after the date hereof, and Vendor has not included the impact of any Tariffs in the Contract pricing. In the event that the cost of producing contracted products escalates prior to the expiration of the Contract Time due to Tariffs, whether such escalation is the result of direct Tariff assessments or the impact of Tariffs on demand and price for internationally or domestically produced chemicals, Vendor shall: (i) inform SOCWA of such escalation and shall provide back-up documentation sufficient to establish and support such escalation; (ii) use commercially reasonable efforts to work with SOCWA to develop mitigation strategies; (iii) be entitled to an increase in the contracted price per gallon to the extent of any substantiated material price escalation, without any markup or overhead increases.

While it is unusual to include potential increases from tariffs, chemicals are highly dependent upon minerals received from other countries. This clause allows agencies to receive lower prices without placing increased risk on the supplier, there is also an option for SOCWA agencies to terminate the contract at any time with 60-day notice if pricing is not satisfactory. The pricing for the three optional one-year renewals will be negotiated at the expiration of each term.

Sodium Hypochlorite (Bleach) Pricing ($/Gallon)(1)
Chemical and Concentration Delivery Volume
New
Contract
Pricing
Previous
Contract
Pricing
Sodium Hypochlorite - 12.5% (501-1000 gals) $3.2038 $3.09 Sodium Hypochlorite - 12.5% (1001-2000 gals) $2.4038 $2.82 Sodium Hypochlorite - 12.5% (2001-3000 gals) $1.9538 $2.65 Sodium Hypochlorite - 12.5% (3001-4000 gals) $1.7538 $2.49 Sodium Hypochlorite - 12.5% (4001-4500 gals) $1.6538 $2.35 Sodium Hypochlorite - 12.5% (>4500 gals) $1.5838 $2.22
Sodium Hypochlorite - 5.25% (>4800 gals) $1.0538 $1.30
590
Meeting Date: June 17, 2025 Agenda Item: 11I.

CITY OF SAN CLEMENTE 3
(1) Prices do not include applicable fees, taxes, and tariffs that will be included in the contract terms and conditions.

Council Options:
 Adopt Resolution No. 25-92, authorizing the City to enter into a regional contract between the South Orange County Wastewater Authority (SOCWA), JCI Jones Chemical, Inc., and SOCWA entities for supply of Sodium Hypochlorite to the Water Reclamation Plant for wastewater treatment, authorizing the City Manager to execute the contract, and authorizing the Public Works Director to approve up to three optional one-year renewals.  Modify and adopt Resolution No. 25-92.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 25-92 and deny the approval of the City’s participation in the regional contract for the purchase of Sodium Hypochlorite through the contract with SOCWA, JCI Jones Chemical, Inc. and SOCWA entities, and give direction to staff.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act (CEQA) Guidelines section 15378 (14 CCR section 15378). The approval of the City’s participation in the regional contract for the purchase of Sodium Hypochlorite through the contract with SOCWA and JCI Jones Chemical, Inc. has no potential to result in either a direct or physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Recommended Actions:

Staff Recommendation
Staff recommends that the City Council adopt Resolution No. 25-92, which would:

1. Authorize the City to enter into the regional contract with SOCWA, JCI Jones Chemical, Inc., and SOCWA entities for a one-year term for the supply of Sodium Hypochlorite to the City’s Water Reclamation Plant and authorize the City Manager to execute the contract in an amount not to exceed $185,400 for the initial one-year term; and

2. Authorize the Public Works Director to approve up to three one-year renewals to the contract for amounts not to exceed the approved budget amounts for this chemical in each appropriate fiscal year.
..recommendation
..end
Attachments:

1. Resolution No. 25-92

2. Regional Contract with SOCWA, JCI Jones Chemical, Inc., and SOCWA Entities

3. SOCWA Agenda Item 8.C. dated June 5, 2025
Notification:

None.
591
RESOLUTION NO. 25-92

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AUTHORIZING THE CITY

TO ENTER INTO A REGIONAL CONTRACT BETWEEN THE

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
(SOCWA), JCI JONES CHEMICAL, INC., AND SOCWA

ENTITIES FOR SUPPLY OF SODIUM HYPOCHLORITE TO

THE WATER RECLAMATION PLANT FOR WASTEWATER

TREATMENT, AUTHORIZING THE CITY MANAGER TO

EXECUTE THE CONTRACT, AND AUTHORIZING THE

PUBLIC WORKS DIRECTOR TO APPROVE UP TO THREE

ONE-YEAR RENEWALS
WHEREAS, the City’s Water Reclamation Plant uses chlor-alkali products extensively for disinfection of recycled water, wastewater treatment process control, and to control odors in foul air scrubbings. Chlor-alkali products include 5.25% and 12.5% Sodium Hypochlorite (bleach) and 25%, 30%, and 50% Sodium Hydroxide (caustic soda); and WHEREAS, the City is a member of and participates in regional contracts to purchase wastewater treatment chemicals with SOCWA and other agencies that are collectively referred to as SOCWA entities (including Santa Margarita Water District, City of San Clemente, El Toro Water District, Irvine Ranch Water District, Trabuco Canyon Water District, and Moulton Niguel Water District); and
WHEREAS, the current Sodium Hypochlorite contract the City participates in through SOCWA with Olin Corporation/ Pioneer Americas, LLC will expire on June 30, 2025; and WHEREAS, SOCWA staff conducted a Request for Proposal process, and received four proposals for the various chlor-alkali products. The proposals were reviewed and evaluated by SOCWA staff, and the recommendation for the new Sodium Hypochlorite contract is JCI Jones Chemical, Inc., who had the lowest cost using the method in the Request for Proposals.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitals are true and correct and incorporated herein fully by reference.

SECTION 2. That the City’s participation in a regional contract with SOCWA, JCI Jones Chemical, Inc. and SOCWA entities is hereby approved for a one-year term for the supply of Sodium Hypochlorite (bleach) to the City’s Water Reclamation Plant for wastewater treatment.

SECTION 3. That the City Manager is authorized and directed to execute such contract in an amount not to exceed $185,400 for the initial one-year term and in a form substantially similar to that presented to City Council on June 17, 2025.

Attachment 1
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Resolution No. 25-92 Page 2
SECTION 4. That City Manager and the Public Works Director/City Engineer are hereby authorized to approve up to three optional one-year renewals such contract for amounts not to exceed the approved budget amounts for this chemical in each appropriate fiscal year.

SECTION 5. That the City Manager or his designee are authorized and directed to take such other and further actions as may be necessary and proper to fulfill the purposes of this resolution.

SECTION 6. 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 _____ day of ____________________, _______.

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-92 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
____________________________
Elizabeth A. Mitchell, City Attorney
594

CONTRACT SERVICES AGREEMENT BETWEEN THE SOUTH ORANGE COUNTY

WASTEWATER AUTHORITY AND OTHER PUBLIC ENTITIES AND PROVIDER FOR THE

DELIVERY AND SUPPLY OF SODIUM HYPOCHLORITE TO SOCWA WASTEWATER

TREATMENT FACILITIES
This Agreement is made and entered into this __________ 2025 (“Effective Date”), between on the one hand, the South Orange County Wastewater Authority (“SOCWA”), Santa Margarita Water District(“SMWD”), Moulton Niguel Water District (“MNWD”), El Toro Water District (“ETWD”), City of San Clemente (“CSC”), Irvine Ranch Water District (IRWD), Trabuco Canyon Water District (TCWD), and, on the other hand, JCI JONES INC (“PROVIDER”). For purposes of this Agreement, SOCWA, SMWD, MNWD, ETWD, CSC, IRWD, and TCWD are collectively referred to as “SOCWA Entities” and are individually referred to as an “Agency of the SOCWA Entities” or “Agency”. SOCWA Entities and PROVIDER may be referred to in this Agreement from time to time as “party” or “parties”.

RECITALS
WHEREAS, the SOCWA Entities desire to secure contract services to deliver and supply Sodium Hypochlorite for the referenced treatment facilities; and WHEREAS, PROVIDER represents that it has the necessary equipment, facilities, permits, and skills required to perform the necessary contract services.

NOW, THEREFORE, SOCWA and PROVIDER agree as follows:

SECTION 1 PROVIDER’S CONTRACTED SERVICES

1.1 PROVIDER will supply Sodium Hypochlorite to the facilities listed below meeting the Sodium Hypochlorite specifications and per ton price as found in Attachments 1 and 2.

South Orange County Wastewater Authority Facilities
 J.B. Latham Treatment Plant
34156 Del Obispo St.

Dana Point, CA 92629
 Coastal Treatment Plant
28303 Alicia Parkway
Laguna Niguel, CA 92677
Santa Margarita Water District Facilities
 Chiquita Water Reclamation Facility (Chiquita WRF)
28792 Ortega Highway
San Juan Capistrano, CA 92690
 Oso Creek Water Reclamation Facility (Oso WRF)
27204 E. La Paz Road
Mission Viejo, CA 92690
 Nichols Water Reclamation Facility (Nichols WRF)
33608 Ortega Highway
San Juan Capistrano, CA 92690
 Ground Water Recovery Plant
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attachment 2
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Moulton Niguel Water District  3A Treatment Plant
26801 Camino Capistrano
Mission Viejo, CA 92691
 Regional Treatment Plant
29201 La Paz Road
Laguna Niguel, CA 92677
City of San Clemente  Water Reclamation Plant
380 Avenida Pico
San Clemente, CA 92672
El Toro Water District Facilities  Water Recycling Plant 23542 Moulton Parkway
Laguna Hills, CA 92653
R-1/R-2 Reservoir
24251 Los Aliso Blvd.

Lake Forest, CA 92630
R-6 Reservoir
24251 Los Aliso Blvd.

Lake Forest, CA 92630
Irvine Ranch Water District  Michelson Water Recycling Plant (MWRP)
3512 Michelson Dr.

Irvine, CA 92619
 Los Alisos Water Recycling Plant (LAWRP)
22312 Muirlands
Lake Forest, CA 92630
 Baker Water Treatment Plant (BWTP)
21082 Wisteria
Lake Forest, CA 92630
 Deep Aquifer Treatment System (DATS)
1704 W Segerstrom
Santa Ana, CA 92704
 Potable Treatment Plant (PTP)
126 Waterworks Way
Irvine, CA 92612
 Wells 21 & 22
1221 Edinger Ave
Tustin, CA 92780
 Initial Disinfection Facility (IDF)
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2510 S. Susan Street
Santa Ana, CA 92704
 Primary Disinfection Facility (PDF)
12915 Halladay Street
Santa Ana, CA 92707
 Rattlesnake Reservoir
11997 Jeffrey Road
Irvine, CA 92620
Trabuco Canyon Water District
 Robinson Ranch WRP
21397 Heritage Dr.

Trabuco Canyon, CA 92679
 Dimension Water Treatment Plant
20904 Dimension Drive
Lake Forest, CA 92630

1.2 Provider represents and warrants that it is and will at all times during the performance of this Agreement remain aware of and comply with existing, revised, proposed, and new federal, State of California (“State”) and local rules and regulation (collectively, the “Regulation”) covering its activities in connection with the Contracted Services. Changes in Provider’s practices necessitated by any revision to such Regulations will be brought to the attention of the SOCWA Entities sufficiently in advance of implementation. The SOCWA Entities will not be responsible and have no duty to notify the Provider of any changes in Regulations regarding the operation or permitting of the Provider’s facility or equipment or Provider’s duties and obligations under this Agreement.

Changes in any Regulations will not constitute justification for amendments to this Agreement or any alteration or diminution in the duty and responsibility of Provider to provide the required services hereunder.

1.3 All equipment utilized in connection with Contracted Services shall be fully licensed by all applicable agencies to operate on the highways of the State and any other states as applicable.

Provider shall be responsible for ensuring that all licenses are current. The Provider shall be fully responsible for the proper licensing and training of its personnel. Provider shall produce evidence that Provider has developed programs required under the Omnibus Transportation Employee Testing Act of 1991. Provider shall be required to complete a hazardous materials manifest(s) prior to the transportation of every load to SOCWA facilities.

1.4 The Provider shall be responsible for cleaning up and removing all trash, grease, oil and debris that is the result of the specified work. All of the Provider equipment shall be kept clean and shall maintain a neat appearance. Cleaning or servicing of equipment shall not be undertaken at any SOCWA Entities facilities except for emergency repairs. Any spills or discharge at the SOCWA Entities facilities resulting from Provider’s operation will be promptly cleaned up by Provider.

1.5 Provider hereby certifies in writing that, to the best of its knowledge, the Provider safety programs and related employee training meets or exceeds all applicable local, State and Federal regulatory requirements for:
 Injury and Illness Prevention Program
 Emergency Action Plan
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 Hazard Communication Program
 Personal Protective Equipment

1.5.1 In addition, Provider must adhere to all aspects of SOCWA’s Safety Program whenever the Provider or Provider’s field personnel, including any subcontractors of Provider are performing work in and around SOCWA’s treatment facilities. Provider acknowledges that SOCWA has provided, and Provider has received and understands SOCWA’s Safety Program as detailed in Attachment 3, which is incorporated by reference herein.

SECTION 2 TERM OF AGREEMENT

2.1 The term of this Agreement will be from the effective date as first written above until June 30, 2026. SOCWA may extend this Agreement for up to 3 annual periods beyond June 30, 2026 in one-year extension periods, not to exceed four (4) successive annual periods in total, SOCWA shall deliver notice of extension in writing for itself and any SOCWA Entities continuing participation.

Price increases, if any, for the extension periods, will be negotiated to the satisfaction of both parties and will not occur at a frequency of more than once per year, coinciding with the anniversary date of the Effective Date. The extension must be agreed upon at least sixty (60) days prior to the termination of the Agreement unless otherwise waived by the Parties.

SECTION 3 COMPENSATION FOR SERVICES

3.1 In consideration for Contracted Services provided under this Agreement, SOCWA Entities agree to compensate CONTRACTOR according to the rates set forth in Attachment 2. The rates of compensation contained therein shall be inclusive of all product, freight, shipping, delivery and other costs of performing the Contracted Services, but excluding sales taxes and fees, which will be paid by SOCWA Entities.

3.2 Taxes and Fees. Applicable taxes and regulatory fees will be applied based on the location of the delivery facility. Applicable taxes and regulatory fees will be itemized and included with each invoice by facility, which will be paid by SOCWA Entities.

3.3 Impacts from Tariffs. The parties acknowledge and agree that tariffs, levies, duties, taxes, or laws/regulations of similar effect (collectively, “Tariffs”) may go into effect after the date hereof, and Vendor has not included the impact of any Tariffs in the Contract pricing. In the event that the cost of producing contracted products escalates prior to the expiration of the Contract Time due to Tariffs, whether such escalation is the result of direct Tariff assessments or the impact of Tariffs on demand and price for internationally or domestically produced chemicals, Vendor shall: (i) inform SOCWA of such escalation and shall provide back-up documentation sufficient to establish and support such escalation; (ii) use commercially reasonable efforts to work with SOCWA to develop mitigation strategies; (iii) be entitled to an increase in the contracted price per gallon to the extent of any substantiated material price escalation, without any markup or overhead increases.

SECTION 4 PAYMENTS FOR SERVICE

4.1 Compensation will be billed by Provider per the SOCWA requested format and will be based upon the actual work performed during the designated time period. Invoices will include delivery date(s), location of delivery and shall be submitted to SOCWA Entities receiving deliveries as set forth in this Agreement. Each Agency of the SOCWA Entities, respectively, will make payment to Provider within thirty (30) calendar days of receipt and approval of the invoices by such Agency, provided all required documentation is attached to such invoices. Each Agency of the SOCWA 598
Entities agrees with the other Agencies of the SOCWA Entities that each shall be responsible for payment of the Contract Services provided by Provider to such Agency’s facilities or plants.

To receive the timely payment of Providers’ s invoices, send billings to:

For Contracted Services rendered for SOCWA Facilities:
email invoices to [email protected]
or mail to: SOCWA - Accounts Payable
34156 Del Obispo Street
Dana Point, CA 92629
Attn: Accounts Payable
 Invoice MUST include a PO # for the respective plant where delivery was made.  SOCWA’s Fiscal Year End is June 30th all invoices must be submitted for payment by the 15th of the previous month.

For Contracted Services rendered for SMWD Facilities:

Mail invoices to: SMWD - Accounts Payable
PO Box 7005
Mission Viejo, CA 92690-70
For Contracted Services rendered for MNWD Facilities:

Mail invoices to: MNWD - Accounts Payable
Attention: Purchasing Department
P.O. Box 30203
Laguna Niguel, CA 92607-0203
For Contracted Services rendered for ETWD Facilities:

Mail invoices to: ETWD-Accounts Payable
PO Box 4000
Laguna Hills, CA 92654
For services rendered for the City of San Clemente WRP Facility:

Mail invoices to: City of San Clemente-Attn: Accounts Payable 380 Avenida Pica, Bldg. N
San Clemente, CA 92672
For services rendered for the City of Irvine Ranch Water District Facility:

Mail invoices to: Irvine Ranch Water District
Attn: Accounts Payable
P.O. Box 57000
Irvine, CA 92619-7000
Mail invoices to: Trabuco Canyon Water District
Attn: Accounts Payable
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32003 Dove Canyon Dr.

Trabuco Canyon, CA 92679

4.2 Acceptance and payment by the Agency of the SOCWA Entities for Contracted Services furnished hereunder, will not in any way relieve the Provider of its responsibility to provide Contracted Services in strict accordance with Regulations. Neither an Agency of the SOCWA Entities acceptance of, nor payment for any Contracted Services will be construed to operate as a waiver of any rights an Agency may have under this Agreement or of any cause of action or claim arising out of the performance of this Agreement.

SECTION 5 TERMINATION OF AGREEMENT

5.1 If, during the term of this Agreement, SOCWA, SMWD, MNWD, ETWD, TCWD, CSC, IRWD, or TCWD determines that Provider is not faithfully abiding by any term or condition contained herein, any (or all) such agencies (“Affected Agencies”) may notify Provider in writing of such defect or failure to perform. Such notice must allow Provider a ten (10) calendar day period thereafter in which to perform services or cure the deficiency related to the affected Agency’s specified facility within the specified period. After such 10-day period, if the Provider has not satisfactorily performed the services or cured the deficiency, this will constitute a breach of this Agreement, and the affected agency may terminate the Agreement as it applies to such affected Agency by written notice to Provider. At such time, the Provider will be entitled to the reasonable value of its Contracted Services performed from the beginning of the period in which the breach occurs, through the effective date of termination; which shall be offset by the affected Agency’s damages from such breach through the remaining term of the Agreement, including any agreed upon extensions. Notwithstanding this section 5.1, in no event will Provider be entitled to receive in excess of compensation as specified under Section 3 of this Agreement.

5.2 SOCWA may terminate this Agreement for convenience at any time upon 90 days’ written notice to Provider, in which case, SOCWA will pay Provider for all Contracted Services performed and all expenses incurred under this Agreement up to and including the effective date of termination.

No compensation will be payable for anticipated profit on unperformed services.

SECTION 6 LIABILITY

6.1 Provider is an independent contractor and not an employee of the SOCWA Entities. No permitted or required approval by any of the SOCWA Entities hereunder or in connection with Provider’s services will be construed as making the SOCWA Entities responsible for the manner in which Provider performs such Contracted Services. Such approvals are intended only to give the SOCWA Entities the right to satisfy themselves with the quality of Contracted Services performed by Provider.

6.2 Provider will indemnify, defend and hold harmless the SOCWA Entities, the member agencies of SOCWA (which include both Agency participants in this Agreement and other SOCWA Member Agencies, and each of their officers, directors, agents and employees (collectively and individually the “Indemnitees”), from and against all claims, demands, losses, damages, costs, expenses, and legal liability arising from, connected with, or resulting from or claimed to have arisen out of, in connection with or resulted from, Provider’s Contracted Services and work hereunder including (a) bodily injury to or death of persons, and personal injury, including but not limited to, third parties and employees, directors and officers of the Indemnitees, Provider, and third parties, and damage or injury to natural resources (b) violation of any Regulations, including but not limited to strict 600
liability imposed by Regulations; (c) and any other claims, demands, losses, damages, costs, expenses, attorneys’ fees and liability connected with or arising from, or as a result of Provider’s Contracted Services or work under this Agreement; excepting only such claims, losses, demands, damages, costs, expenses, attorneys’ fees and liability caused by the sole negligence or willful misconduct of the indemnitees.

Provider Acknowledges that any claim, demands, losses, damages, costs, expenses, and legal liability that arise out or result from or are in any way connected with the release or spill of any hazardous material (as designated under the Regulations), by-Sodium Hypochlorite or residue as a result of the Contracted Services or work performed under this Agreement by Provider are expressly within the scope of this indemnity, and that the costs, expenses, and liability for (a) environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration and remedial work; (b) penalties and fines arising from the violation of the Regulations; and (c) attorneys’ fees, disbursements and other response costs, are all expressly within the scope of this Indemnity.

Provider shall, on the Indemnitee’s request, defend any action, claim or suit asserting a claim covered by this Indemnity clause. Provider shall pay all costs that may be incurred by the indemnitees in enforcing this indemnity, including reasonable attorney’s fees. This indemnity obligation shall survive the termination of this Agreement by any party hereto.

6.2.1 SOCWA shall indemnify MNWD, SMWD, ETWD, CSC, IRWD, and TCWD in their individual entity capacities and not as a member agency of SOCWA, and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from, and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SOCWA in the performance of this Agreement.

6.2.2 SMWD shall indemnify SOCWA, and its member agencies (excluding SMWD), ETWD, IRWD, TCWD and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.

6.2.3 CSC shall indemnify SOCWA, and its member agencies (excluding CSC), ETWD, SMWD, IRWD, TCWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of CSC in the performance of this Agreement.

6.2.4 ETWD shall indemnify SOCWA, and its member agencies (excluding ETWD), CSC, SMWD, IRWD, and TCWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or 601
agency or other organization arising out of or in connection with the negligence or willful misconduct of ETWD in the performance of this Agreement.

6.2.5 MNWD shall indemnify SOCWA, and its member agencies (excluding MNWD), SMWD, ETWD, IRWD, TCWD and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.

6.2.6 IRWD shall indemnify SOCWA, and its member agencies (excluding IRWD), SMWD, ETWD, TCWD, MNWD and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.

6.2.7 TCWD shall indemnify SOCWA, and its member agencies (excluding TCWD), IRWD, SMWD, ETWD, and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.

SECTION 7 INSURANCE

7.1 In addition to the requirements set forth below in this Section 7, during the course of the Agreement, Provider will pay for and maintain, in full force and effect, all insurance required by any governmental agency having jurisdiction to require particular insurance of Provider in connection with or related to the services covered under this Agreement.

7.2 Provider will furnish satisfactory proof by certificate or otherwise as may be required by the SOCWA Entities that it has taken out public or commercial liability and property damage insurance naming the SOCWA, its member agencies, MNWD, ETWD, SMWD, IRWD, TCWD and CSC, and each of their directors, officers, agents and employees as additional insureds under such policies, in accordance with the terms of this Agreement (see Section 7.5). Provider shall furnish each individual Agency of the SOCWA Entities herein with certificates of insurance naming each such individual Agency as an additional insured.

7.3 The insurance will be comprehensive in form and cover all indemnity and other contractual obligations set forth in this Agreement, and will insure against (1) claims, loss or damages on account of bodily injury and personal injury, including death resulting therefrom, caused or alleged to have been caused directly or indirectly from the performance or execution of this Agreement or performance of Contracted Services hereunder by Provider, its employees, officers, agents and (2) claims, loss or damages to any property caused or alleged to have been caused directly or indirectly by the performance or execution of the Agreement or performance of the Contracted Services hereunder by Provider, its employees, officers and agents and any subcontractor thereof. Such 602
insurance will also adequately insure against all injury, death, claims, loss, damage or accidents caused by or alleged to have been caused directly or indirectly by the use and operation of automobiles, trucks and/or other mobile or stationary equipment. Provider will maintain worker’s compensation insurance, including occupational disease provisions, under the laws of the State or other state (as applicable) and employer’s liability insurance for the benefit of its employees. All said public or commercial liability and auto liability and other insurance will be for the period of performance under this Agreement and shall be on a per occurrence basis and any and all aggregate amounts, if applicable, must be stated in the certificates provided hereunder. The amounts of coverage of said insurance will not be less that the following:

INSURANCE COVERAGE AMOUNT PER

OCCURRENCE
Aggregate
General Liability- Bodily,
Personal Injury; Property
Damage
$3,000,000 $5,000,000
Auto Liability – Bodily,
Personal Injury; Property
Damage
1,000,000 $5,000,000
Employers Liability – Bodily
Injury by Accident
1,000,000 $5,000,000
Employers Liability – Bodily
Injury by Disease
1,000,000 $5,000,000

7.4 Said policies will have a clause providing that thirty (30) calendar days written notice by registered mail will be given to the SOCWA Entities prior to any cancellation or amendment to such policies, Such insurance will be issued and underwritten by insurance companies having at least an Apolicyholders rating and financial rating not less than Class VII in accordance with the most current Best’s Rating Guide. The insurance companies shall be admitted and licensed to do business in the State and have an agent for service of process in the State. Provider may satisfy the limit requirements in a single policy or multiple policies, provided, however, that any such additional policies written as excess insurance will not provide any less coverage than that provided by Provider’s first or primary policy. All policies of insurance and certificates of insurance showing compliance with the terms of this Section 7 will be furnished to each Agency of the SOCWA Entities concurrently with Provider’s execution of this Agreement and upon renewal thereafter.

7.5 All of the above policies of insurance shall be primary insurance and shall name “SOCWA, and its member agencies, including but not limited to MNWD, SMWD, MNWD, ETWD, CSC, IRWD, and TCWD and each of their officers, employees, directors and agents” as additional insureds (the Additional Insureds) by endorsements. The insurer shall waive all rights of subrogation and contribution it may have against the Additional Insureds and their respective insurers and the certificates of insurance shall set forth the waiver of subrogation by separate endorsement as necessary. In the event any of said policies or insurance are canceled, Provider shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 7 to each Agency. No work or services under this Agreement shall commence until Provider has provided 603
the SOCWA Entities with certificates of insurance and endorsements and said certificates of insurance and endorsements are approved by the SOCWA Entities.

7.6 In the event Provider subcontracts any portion of the services under this Agreement, the contract between Provider and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Provider is required to maintain pursuant to this Section 7, and to name the Additional insureds under the policies identified above, in accordance with all of the requirements of this Section 7.

7.7 Nothing in the insurance requirements set forth in this Agreement is to be construed as limiting the liability of Provider or Provider’s insurers. Provider agrees that the provisions of Section 7 shall not be construed as limiting in any way the extent to which Provider may be held responsible for the payment of damages or other costs to the SOCWA Entities or to SOCWA members agencies, or any persons or property, resulting from Provider’s activities or the activities of any person or persons for which Provider is otherwise responsible including Provider’s subcontractors.

SECTION 8 ADDITIONAL PROVISIONS

8.1 This Agreement represents the entire understanding of the SOCWA Entities and Provider as to those matters contained herein. No prior oral or written understanding will be of any force or effect with respect to those matters covered hereunder.

8.2 This Agreement may not be modified or altered except in writing signed by all parties. Provider represents and warrants that its Authorized representative, SOCWA’s General Manager or his/her designee has been duly and validly authorized to enter into this Agreement.

8.3 Any notice required or permitted to be given hereunder in not otherwise specified herein may be given or delivered by depositing the same in the United States Post Office, registered or certified, postage prepaid, or by personal service a hand delivery, and addressed to:

To SOCWA: SOCWA
Attn: General Manager
34156 Del Obispo St.

Dana Point, CA 92629
949-234-5430
To Provider: JCI Jones Chemicals, Inc.

Attn: ________________________
1765 Ringling Blvd.

Sarasota, FL 34236

8.4 The Provider shall not assign this Agreement, nor any part thereof, nor any monies due, or to become due hereunder, without prior written consent of the SOCWA Entities. Any assignment by the Provider without the SOCWA Entities’ approval shall be cause for termination of this Agreement at the sole option of the SOCWA Entities. In no event shall any contractual relationship be created between any third party and the SOCWA Entities.

8.5 In the event an action is filed by either party to enforce any rights or obligations under this Agreement, the prevailing party will be entitled to recover all attorney’s fees and court costs, in addition to any other relief granted by the Court.
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8.6 This Agreement will be interpreted and enforced in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court.

8.7 Each Agency of the SOCWA Entities acknowledges and agrees with the other Agency of the SOCWA Entities that this Agreement is not intended to establish a joint exercise of powers arrangement under and pursuant to laws of the State with respect to the contractual matters hereunder among such agencies; further, MNWD, SMWD, ETWD, IRWD, TCWD and CSC each agree that the existing joint powers agreement establishing SOCWA and the joint powers arrangements established pursuant to that agreement, have no bearing or effect on this Agreement and the application thereof to the MNWD facilities, SMWD facilities, ETWD facilities, IRWD facilities, TCWD facilities, or the CSC WRP.

8.8 This Agreement may be executed in counterparts, each of which shall be deemed an original.

8.9 Neither acceptance of, nor payment for any of the services provided for herein, shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

8.10 Provider is an independent contractor and not an employee of the SOCWA Entities. Provider is free from the control and direction of the SOCWA Entities in connection with the performance of the work, Provider performs work that is outside the usual course of the SOCWA Entities’ business, and Provider is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed. To the maximum extent allowable by law, Provider agrees to indemnify, defend and hold harmless SOCWA Entities from any and all liability, damages or losses (including attorneys’ fees, costs, penalties and fines) SOCWA Entities suffer as a result of a third party’s designation of Provider or its employees as an employee of SOCWA Entities, regardless of any actual or alleged negligence by SOCWA Entities.

8.11 If this Agreement involves an expenditure of public funds in excess of Ten Thousand Dollars ($10,000), the Agreement is subject to examination and audit of the State Auditor, at the request of SOCWA Entities or as part of any audit of SOCWA Entities, for a period of three (3) years after final payment under the Agreement. Provider shall cooperate with SOCWA Entities regarding such audit at no charge to SOCWA Entities.

8.12 If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
BY: _______________________________________________ DATE: ___________________ AMBER BOONE; GENERAL MANAGER
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APPROVED AS TO FORM:

SNELL & WILMER
Legal Counsel -SOCWA
BY: _______________________________________________ DATE: ___________________

ADRIANA OCHOA

SANTA MARGARITA WATER DISTRICT
BY: _______________________________________________ DATE: ___________________

GENERAL MANAGER

MOULTON NIGUEL WATER DISTRICT
BY: _______________________________________________ DATE: ___________________

GENERAL MANAGER

CITY OF SAN CLEMENTE
BY: _______________________________________________ DATE: ___________________

CITY MANAGER

EL TORO WATER DISTRICT
BY: _______________________________________________ DATE: ___________________

GENERAL MANAGER

TRABUCO CANYON WATER DISTRICT
BY:_______________________________________________ DATE:___________________

GENERAL MANAGER

IRVINE RANCH WATER DISTRICT
BY:_______________________________________________ DATE:___________________ 606

GENERAL MANAGER
JCI JONES CHEMICALS, INC.

BY: _______________________________________________ DATE: ___________________ TITLE: _____________________________________________
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Attachment 1
JCI JONES CHEMICALS, INC.

Product Specification
Sunny So1® 150 (FILTERED)
(PAGES 10 THRU 31 IN PROPOSAL)
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Attachment 2
Compensation Rates -Sodium Hypochlorite
Chloro Alkali Products (Sodium Hypochlorite)

12.5% & 5.25% Hypochlorite
Product Delivery Volume
Sodium Hypochlorite - 12.5% (501-1000 gals) $3.2038 gallon Sodium Hypochlorite - 12.5% (1001-2000 gals) $2.4038 gallon Sodium Hypochlorite - 12.5% (2001-3000 gals) $1.9538 gallon Sodium Hypochlorite - 12.5% (3001-4000 gals) $1.7538 gallon Sodium Hypochlorite - 12.5% (4001-4500 gals) $1.6538 gallon Sodium Hypochlorite - 12.5% (>4500 gals) $1.5838 gallon Sodium Hypochlorite - 5.25% (>4500 gals) $1.0538 gallon  Plus, all applicable state and local fees and taxes including applicable charges for split load deliveries of $120.00/stop - after 1 free stop.
 Additional Unloading Time $113.00 per hour
 Fuel Surcharge Included
 Prices do not include applicable sales tax or California Mill Assessment fees.

Attachment 3

SOCWA SAFETY AND ACCIDENT PREVENTION REQUIREMENTS

1. General: In addition to the requirements set forth in proposal and Contract documents, Vendor, 609
Consultant, or Contractor ("Contractor") shall adhere to the following requirements.

2. Safety Meeting: Contractor shall meet with personnel from SOCWA's staff before the start of the Agreement. All subcontractors should be present at this meeting. Contractor is responsible for informing all subcontractors of the items discussed at this meeting. This meeting shall occur within five (5) working days of the Notice to Proceed.

3. Personal Protective Equipment: SOCWA requires, safety glasses, long pants, shirts, and safety toed footwear will be worn on the plant premises and SOCWA job sites. In addition, hard hats, safety glasses, Class 2 safety vest, and safety toed footwear are required on all construction sites and where posted. Other personal protective equipment is required where posted or required by regulation. Face shields and safety goggles shall also be required to be worn when working around pressured chemical systems at connections, disconnections, adjustments, and observations. It is the responsibility of Contractor to inform the delivery truck drivers of this obligation and train them in these requirements.

Lack of safety equipment or failure to use safety equipment will be cause for termination of the Agreement.

4. Regulations: Contractor agrees to conform to all applicable Federal and State Occupational Safety and Health Act (OSHA), California Labor Code, South Coast Air Quality Management District (SCAQMD), and California Hazardous Waste and Federal Department of Transportation regulations.

Lack of compliance with applicable regulations may be cause for termination of the Agreement.

5. SOCWA Policy: Contractor agrees to conform to all applicable SOCWA policies, procedures, and programs. SOCWA policy is more stringent than Cal-OSHA in many instances. Contractor shall be responsible for obtaining applicable SOCWA policies, procedures, and programs from SOCWA. Lack of compliance with applicable SOCWA policies, procedures or programs may be cause for termination of the Agreement.

6. Plant Speed Limits: The posted speed limit is 15 miles per hour. Violators of the speed limit may have their vehicle banned from the site.

7. Periodic Safety Meetings: The Contractor agrees to send representatives to periodic Contractor Safety meetings if the Contractor is on-site, or if this Agreement is in effect.

8. MSDS Sheets: Contractor shall provide SOCWA with Material Safety Data Sheets (MSDS) for all applicable materials before the material is brought on site.

9. Materials Spill Response Plan: Contractor shall have and maintain an effective materials spill response plan to minimize environmental impacts. Said plan must be forwarded in writing to SOCWA approximately 30 calendar days after the award of the Agreement, and prior to providing scheduled services.

10. Smoking: Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with SOCWA Smoking policy will be cause for the removal of offending personnel from the site, termination of the Agreement, or both.

11. Training Certification: When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified. Certificates shall be current. Lack of certificates, when required, will be cause for removal of offending personnel form the 610
site, termination of the Agreement, or both.

12. Drug-Free Workplace: Employers awarded a contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357.
611
Agenda Item 8.C.

Budgeted: Yes
Budget amount: $265,500
Line Item: PC 2 and 15 - Line Items 5006
and 5009
Legal Counsel Review: Yes
Meeting Date: June 5, 2025
TO: Board of Directors
FROM: Amber Boone, General Manager
STAFF CONTACT: Jim Burror, Deputy General Manager/Chief Engineer SUBJECT: Chlor Alkali Products 5.25%-12.5% Sodium Hypochlorite (Bleach) and 30%-50% Sodium Hydroxide (Caustic Soda) Contract Award
[Project Committees 2 and 15]
Summary
SOCWA staff requests that the Board authorize the General Manager to execute two contracts to supply and deliver chlor alkali products to the South Orange County Wastewater Authority (SOCWA), City of San Clemente (CSC), Moulton Niguel Water District (MNWD), Santa Margarita Water District (SMWD), Trabuco Canyon Water District (TCWD), El Toro Water District (ETWD), and Irvine Ranch Water District (IRWD).

The estimated value for the contracts for SOCWA over the next 4 years is $1,300,000. The estimated value for the contracts for SOCWA and the member agencies over the next 4 years is about $7,500,000. Since the value of the chlor alkali products contracts exceed $100,000 per year, SOCWA’s Uniform Purchasing Policy 1.715 requires the Board to authorize the General Manager to execute these contracts.

Discussion/Analysis
SOCWA and the participating agencies use chlor-alkali products extensively in the treatment plants for disinfection of recycled water, wastewater treatment process control, and to control odors in foul air scrubbings. Chlor-Aikali products include 5.25% and 12.5% sodium hypochlorite (bleach) and 25%, 30%, and 50% sodium hydroxide (caustic soda). The proposals were reviewed and evaluated by SOCWA staff.

SOCWA received proposals from the following companies (in alphabetical order):
• Brenntag Pacific, Inc. (Brenntag)
• JC Jones, Inc. (JC Jones)
• NorthStar Chemical, Inc. (a DBA of Pacific Star Chemical, LLC.) (NorthStar) • Olin, Inc. (Olin)
107
Attachment 3
612
Chlor Alkali Products Contract Award Page 2 of 6
June 5, 2025
Initial Proposal Review for Minimum Requirements
The initial review of all the proposals was that they were responsive to the Request for Proposals.

NorthStar only proposed to provide sodium hydroxide. Olin only proposed to provide sodium hypochlorite. Brenntag did not propose to provide 5.25% sodium hypochlorite used by ETWD.

Brenntag proposes an initial contract term of 6 months; all the other vendors proposed a 12-month initial term.

Initial Rating of Responsive Proposals
During the review of the proposals, SOCWA staff determined that the best value for SOCWA and the participating agencies is to pursue two (2) contracts. This is because splitting contracts by chemical type leverages vendor specialization and maximizes potential cost savings. The vendors were rated using the following weighted criteria:
• Compensation rate (30 points)
• Experience/qualifications (10 points)
• Product integrity (10 points)
• Reference testimony (10 Points)
The ratings and estimated contract costs for the proposals are included in Tables 1 through 6:

Table 1 - Sodium Hypochlorite (Bleach) Proposal Ratings (in alphabetical order) Company
Costs (up
to 30
points)
Experience
(up to 10
Points)
Product
integrity/Specs
(up to 10
points)
References
(up to 10
points)
Total (up
to 60
points)
Brenntag 0 9 10 5 24
JCI Jones 30 9 10 10 59
Olin 1.62 10 10 10 32.62
Brenntag
Brenntag had the highest cost using the method in the Request for Proposal document. They have many active water and wastewater agency bleach contracts in Southern California. Two of the three Brenntag references provided did not respond to SOCWA’s requests for information.

SOCWA staff contacted SCWD staff regarding their past contract(s) with Brenntag. Brenntag does have three Southern California production sites, more than the other vendors.

JCI Jones
JCI Jones had the lowest cost using the method in the Request for Proposal document. They have many active water and wastewater agency bleach contracts in Southern California. The references JCI Jones provided provided positive feedback and did not note delivery issues, safety concerns, or contract issues. SOCWA used JCI in the past for bulk chlorine deliveries and did not have any noted issues with deliveries, safety, or contract issues. JCI Jones has one Southern California production site and eleven (11) nationally.
108
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Chlor Alkali Products Contract Award Page 3 of 6
June 5, 2025
Olin
Olin had the second-lowest cost using the method in the Request for Proposal document, but the cost result was very close to the highest score of Brenntag’s. Thus, the straight-line method used to determine the weighted cost points is near Brenntag’s. Olin is the current provider of bleach to SOCWA and its member agencies. They also have many other active water and wastewater agency bleach contracts in Southern California. SOCWA staff and the references Olin provided provided positive feedback and did not note any delivery issues, safety concerns, or contract issues. Olin has one Southern California production site and thirteen (13) nationally.

Table 2 - Sodium Hypochlorite (Bleach) Proposal Pricing ($/Gallon)(1) Chemical and Concentration Delivery Vol. Brenntag JCI Olin Current Sodium Hypochlorite - 12.5% (501-1000 gals) $3.95 $3.2038 DNP $3.09 Sodium Hypochlorite - 12.5% (1001-2000 gals) $2.99 $2.4038 DNP $2.82 Sodium Hypochlorite - 12.5% (2001-3000 gals) $2.79 $1.9538 DNP $2.65 Sodium Hypochlorite - 12.5% (3001-4000 gals) $2.49 $1.7538 DNP $2.49 Sodium Hypochlorite - 12.5% (4001-4500 gals) $2.28 $1.6538 DNP $2.35 Sodium Hypochlorite - 12.5% (>4500 gals) $2.25 $1.5838 DNP $2.22 Sodium Hypochlorite - 5.25% (>4800 gals) DNP $1.0538 DNP $1.30 (1) Prices do not include applicable fees, taxes, and tariffs that will be included in the contract terms and conditions.

Table 3 - Sodium Hypochlorite (Bleach) Proposal Pricing Annual Estimated Contract Value (1) (in alphabetical order)
Vendor
Est. Annual Contract
Value(1)
Brenntag $225,304
JCI Jones $158,594
Olin $222,300
Current $222,300
(1) Calculated based on SOCWA’s CY2024 usage.

Table 4 - Sodium Hydroxide (Caustic Soda) Proposal Rating Table (in alphabetical order) Company
Costs (up
to 30
points)
Experience
(up to 10
Points)
Product
integrity/Specs
(up to 10
points)
References
(up to 10
points)
Total (up
to 60
points)
Brenntag 0 9 10 5 24
JCI Jones 21.2 10 10 10 51.2
Northstar 30 10 8 10 58
Brenntag
Brenntag had the highest cost using the method in the Request for Proposal document. They have many active water and wastewater agency caustic soda contracts in Southern California. 109
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Chlor Alkali Products Contract Award Page 4 of 6
June 5, 2025
Two of the three Brenntag references provided did not respond to SOCWA’s requests for information. SOCWA staff contacted SCWD staff regarding their past contract(s) with Brenntag.

Brenntag does have three Southern California production sites, more than the other vendors.

JCI Jones
JCI Jones had the second-lowest cost using the method in the Request for Proposal document.

The cost result was near the middle of the costs the other two proposers proposed. They have many active water and wastewater agency caustic soda contracts in Southern California. The references JCI Jones provided provided positive feedback and did not note delivery issues, safety concerns, or contract issues. SOCWA used JCI in the past for bulk chlorine deliveries and did not have any noted issues with deliveries, safety, or contract issues. JCI Jones has one Southern California production site and eleven (11) nationally.

NorthStar
NorthStar had the lowest cost using the method in the Request for Proposal document. NorthStar is the current provider of caustic soda to SOCWA and its member agencies. They also have many other active water and wastewater agency caustic soda contracts in Southern California. SOCWA staff and the references NorthStar provided positive feedback and did not note delivery issues, safety concerns, or contract issues. NorthStar imports all its caustic soda from overseas.

However, NorthStar has not had any supply interruptions over the past 6 years, during which SOCWA has been contracting with NorthStar for caustic soda.

Table 5 - Sodium Hydroxide (Caustic Soda) Proposal Pricing ($/Gallon)(1) Chemical and Concentration Delivery Vol. Brenntag JCI NorthStar Current Sodium Hydroxide - 50% (1-500 gals) $5.25 $7.00 $3.60 $5.20 Sodium Hydroxide - 50% (501-1000 gals) $4.89 $4.70 $3.40 $4.45 Sodium Hydroxide - 50% (1001-2000 gals) $4.45 $3.50 $2.99 $3.99 Sodium Hydroxide - 50%(2) (2001-4000 gals) $3.99 $2.90
See
below $3.60
Sodium Hydroxide - 50%(2) (2001-3000 gals)
See
above
See
above $2.89
See
above
Sodium Hydroxide - 50%(2) (3001-4000 gals)
See
above
See
above $2.27
See
above
Sodium Hydroxide - 50%(2) (4001-4500 gals) $3.49 $2.65
See
above $2.98
Sodium Hydroxide - 50% (>4500 gals) Full Load $3.49 $2.60 $2.27 $2.98 Sodium Hydroxide - 30% (1-500 gals) $4.45 $6.00 $2.36 $3.63 Sodium Hydroxide - 30% (501-700 gal) $4.05 $3.60 $2.14 $3.18 Sodium Hydroxide - 30% (701-1000 gals) $4.05 $2.85 $1.97 $2.85 Sodium Hydroxide - 30% (1001-2000 gals) $3.45 $2.40 $1.86 $2.43 Sodium Hydroxide - 30% (2001-3000 gals) $2.65 $1.80 $1.69 $2.19 Sodium Hydroxide - 30% (3001-4000 gals) $2.65 $1.60 $1.50 $2.14 Sodium Hydroxide - 30% (>4000 gals) Full Load $2.26 $1.55 $1.40 $1.80 Sodium Hydroxide - 25% (501-1500 gals) $2.65 $3.30 $1.70 $2.30 (1) Prices do not include applicable fees, taxes, and tariffs that will be included in the contract terms and conditions.
(2) 2001 to 4000 gallons was bifurcated by NorthStar, as presented above. This did not affect the weighted cost ratings assessment.
110
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June 5, 2025
Table 6 - Sodium Hydroxide (Caustic Soda) Proposal Pricing Annual Estimated Contract Value (1) (in alphabetical order)
Vendor
Est. Annual Contract
Value(1)
Brenntag $50,593
JCI Jones $37,691
Northstar $32,907
Current $43,200
(1) Calculated based on SOCWA’s CY2024 usage.

Last Best and Final Offer Process (BAFO)
SOCWA staff contacted JCI regarding its sodium hypochlorite proposal. SOCWA staff requested that the pricing be extended to 12 months from the 6 months proposed by JCI. JCI accepted SOCWA’s request for a 12-month term.

SOCWA staff, in coordination with Counsel, worked with JCI and NorthStar to develop tariffrelated contract language. At this time, only NorthStar could provide a cost impact for the current tariffs placed on countries involved with their chemical production supply chain (a 10% tariff on materials from Japan and Korea). These impacts on NorthStar are as follows:

Proposed Tariff Impact per $/Gallon as of 5/1/25
Sodium Hydroxide 50% $0.14
Sodium Hydroxide 30% $0.07
Sodium Hydroxide 25% $0.06
To address tariff impacts and the ongoing uncertainty of changes to tariffs during the duration of the contract period, the following terms will be incorporated into these chemical contracts:

Impacts from Tariffs. The parties acknowledge and agree that tariffs, levies, duties, taxes, or laws/regulations of similar effect (collectively, “Tariffs”) may go into effect after the date hereof, and Vendor has not included the impact of any Tariffs in the Contract Sum. In the event that the cost of producing contracted products escalates prior to the expiration of the Contract Time due to Tariffs, whether such escalation is the result of direct Tariff assessments or the impact of Tariffs on demand and price for internationally or domestically produced chemicals, Vendor shall: (i) inform SOCWA of such escalation and shall provide back-up documentation establishing such escalation; (ii) use commercially reasonable efforts to work with SOCWA to develop mitigation strategies; (iii) be entitled to an increase in the contracted price per gallon to the extent of any substantiated material price escalation.

Proposal and BAFO Process Conclusions
SOCWA staff finds that the vendors with the highest ratings are JCI Jones for sodium hypochlorite (bleach) and NorthStar Chemical for sodium hydroxide (caustic soda).

Prior Related Project Committee or Board Action(s)
111
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Chlor Alkali Products Contract Award Page 6 of 6
June 5, 2025
None
Fiscal Impact
Not including potential Tariff impacts, it is estimated that there will be an annual cost decrease of $64,000, or about 29%, for sodium hypochlorite (bleach) and an annual cost decrease of $5,500, or about 13%, for sodium hydroxide (caustic soda).

Recommended Action: Staff recommends that the Board of Directors authorize the General Manager to:

1. Award a contract to JCI Jones Chemicals Inc. for sodium hypochlorite products for one (1) year with up to three (3) optional annual renewals;

2. Award a contract to NorthStar Chemical, Inc. (a DBA of Pacific Star Chemical, LLC.) for sodium hydroxide products for one (1) year with up to three (3) optional annual renewals; and

3. Initiate subsequent renewals with an increase of 10% or less. 112
617
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11J.

Submitted By: Public Works
Prepared By: Julie Schmidt, Sr. Management Analyst
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AUTHORIZING THE CITY TO ENTER INTO A

REGIONAL CONTRACT BETWEEN THE SOUTH ORANGE COUNTY WASTEWATER AUTHORITY (SOCWA), NORTHSTAR CHEMICAL, INC., AND SOCWA ENTITIES FOR

SUPPLY OF SODIUM HYDROXIDE TO THE WATER RECLAMATION PLANT FOR

WASTEWATER TREATMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE THE

CONTRACT, AND AUTHORIZING THE PUBLIC WORKS DIRECTOR TO APPROVE UP TO THREE ..body ONE-YEAR RENEWALS
Fiscal Impact:

The funding for the supply of Sodium Hydroxide (caustic soda) to the City’s Water Reclamation Plant (WRP) for wastewater treatment was approved in the Fiscal Year 2026 Budget in the Sewer Operating Fund, Account Number 054-472-42150 in the amount of $37,320. Additional funding for any contract extensions will be proposed as part of the City’s annual budget process for future fiscal years. It is estimated that there will be an annual cost decrease of approximately 13% for Sodium Hydroxide with the new contract as compared to the current contract.

Summary:

Before the City Council is the approval of the City’s participation in a regional contract with SOCWA, NorthStar Chemical, Inc. (NorthStar) and SOCWA entities for a one-year term for the supply of Sodium Hydroxide (caustic soda) to the City’s WRP for wastewater treatment, and to authorize the Public Works Director/City Engineer to approve up to three optional one-year renewals to the contract for amounts not to exceed the approved budget amounts for this chemical in each appropriate fiscal year. The Agenda Item from the SOCWA Board of Directors Meeting on June 5, 2025 related to this contract can be found in Attachment 3.

Background:

CITY OF SAN CLEMENTE 2
The current Sodium Hydroxide contract the City participates in through SOCWA and NorthStar Chemical expired on May 31, 2025. SOCWA staff conducted a Request for Proposal process, and received four proposals for the various chlor-alkali products. The proposals were reviewed and evaluated by SOCWA staff, and the recommendation for the new Sodium Hydroxide contract is NorthStar Chemical, Inc. This vendor proposed the lowest cost using the method in the Request for Proposal document, and is the current provider of Sodium Hydroxide to SOCWA and its member agencies. They also have many other active water and wastewater agency Sodium Hydroxide contracts in Southern California. SOCWA staff and the references provided by NorthStar provided positive feedback and did not note delivery issues, safety concerns, or contract issues. NorthStar imports all of its Sodium Hydroxide from overseas, however, NorthStar has not had any supply interruptions over the past 6 years, during which SOCWA has been contracting with NorthStar for Sodium Hydroxide.

The pricing will be fixed for the initial 1-year term of the contract, however, to address potential tariff impacts and the ongoing uncertainty of changes to tariffs during the duration of the contract period, the following terms have been incorporated into the contract:

Sodium Hydroxide (Caustic Soda) Pricing ($/Gallon)(1,2) Chemical and
Concentration Delivery Volume
New
Contract
Pricing
Previous
Contract
Pricing
Sodium Hydroxide - 50% (1-500 gals) $3.60 $5.20
Sodium Hydroxide - 50% (501-1000 gals) $3.40 $4.45
Sodium Hydroxide - 50% (1001-2000 gals) $2.99 $3.99
Sodium Hydroxide - 50%(2) (2001-4000 gals) See below $3.60 Sodium Hydroxide - 50%(2) (2001-3000 gals) $2.89 See above Sodium Hydroxide - 50%(2) (3001-4000 gals) $2.27 See above 619
Meeting Date: June 17, 2025 Agenda Item: 11J.

CITY OF SAN CLEMENTE 3
Sodium Hydroxide - 50%(2) (4001-4500 gals) See above $2.98 Sodium Hydroxide - 50% (>4500 gals) Full
Load $2.27 $2.98
Sodium Hydroxide - 30% (1-500 gals) $2.36 $3.63
Sodium Hydroxide - 30% (501-700 gal) $2.14 $3.18
Sodium Hydroxide - 30% (701-1000 gals) $1.97 $2.85
Sodium Hydroxide - 30% (1001-2000 gals) $1.86 $2.43
Sodium Hydroxide - 30% (2001-3000 gals) $1.69 $2.19
Sodium Hydroxide - 30% (3001-4000 gals) $1.50 $2.14
Sodium Hydroxide - 30% (>4000 gals) Full
Load $1.40 $1.80
Sodium Hydroxide - 25% (501-1500 gals) $1.70 $2.30

1. Prices do not include applicable fees, taxes, and tariffs that will be included in the contract terms and conditions.

2. 2001 to 4000 gallons was bifurcated by NorthStar, as presented above. This did not affect the weighted cost ratings assessment.

Council Options:
 Adopt Resolution No. 25-93, authorizing the City to enter into a regional contract between the South Orange County Wastewater Authority (SOCWA), NorthStar Chemical, Inc., and SOCWA entities for supply of Sodium Hydroxide to the Water Reclamation Plant for wastewater treatment, authorizing the City Manager to execute the contract, and authorizing the Public Works Director to approve up to three optional one-year renewals.  Modify and adopt Resolution No. 25-93.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 25-93 and deny the approval of the City’s participation in the regional contract for the purchase of Sodium Hydroxide through the contract with SOCWA, NorthStar Chemical, Inc. and SOCWA entities, and give direction to staff.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act (CEQA) Guidelines section 15378 (14 CCR section 15378). The approval of the City’s participation in the regional contract for the purchase of Sodium Hydroxide through the contract with SOCWA and NorthStar Chemical, Inc. has no potential to result in either a direct or physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 25-93, which would:

1. Authorize the City to enter into the regional contract with SOCWA, NorthStar Chemical, Inc., and SOCWA entities for a one-year term for the supply of Sodium Hydroxide to the City’s Water Reclamation Plant;
620
Meeting Date: June 17, 2025 Agenda Item: 11J.

CITY OF SAN CLEMENTE 4

2. Authorize the City Manager to execute such contract in an amount not to exceed $37,320 for the initial one-year term; and

3. Authorize the Public Works Director to approve up to three one-year renewals to the contract for amounts not to exceed the approved budget amounts for this chemical in each appropriate fiscal year.
..end
Attachments:

1. Resolution No. 25-93

2. Regional Contract with SOCWA, NorthStar Chemical, Inc., and SOCWA Entities

3. SOCWA Agenda Item 8.C. dated June 5, 2025
Notification:

None.
621
RESOLUTION NO. 25-93

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AUTHORIZING THE CITY

TO ENTER INTO A REGIONAL CONTRACT BETWEEN THE

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
(SOCWA), NORTHSTAR CHEMICAL, INC., AND SOCWA

ENTITIES FOR SUPPLY OF SODIUM HYDROXIDE TO THE

WATER RECLAMATION PLANT FOR WASTEWATER

TREATMENT, AUTHORIZING THE CITY MANAGER TO

EXECUTE THE CONTRACT, AND AUTHORIZING THE

PUBLIC WORKS DIRECTOR TO APPROVE UP TO THREE

ONE-YEAR RENEWALS
WHEREAS, the City’s Water Reclamation Plant uses chlor-alkali products extensively for disinfection of recycled water, wastewater treatment process control, and to control odors in foul air scrubbings. Chlor-alkali products include 5.25% and 12.5% Sodium Hypochlorite (bleach) and 25%, 30%, and 50% Sodium Hydroxide (caustic soda); and WHEREAS, the City is a member of and participates in regional contracts to purchase wastewater treatment chemicals with SOCWA and other agencies that are collectively referred to as SOCWA entities (including Santa Margarita Water District, City of San Clemente, El Toro Water District, Irvine Ranch Water District, Trabuco Canyon Water District, and Moulton Niguel Water District); and
WHEREAS, the current Sodium Hydroxide contract that the City participates in through SOCWA and NorthStar Chemical expired on May 31, 2025; and WHEREAS, SOCWA staff conducted a Request for Proposal process, and received four proposals for the various chlor-alkali products. The proposals were reviewed and evaluated by SOCWA staff, and the recommendation for the new Sodium Hydroxide contract is NorthStar Chemical, Inc., who proposed the lowest cost using the method in the Request for Proposals; and
NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitals are true and correct and incorporated herein fully by reference.

SECTION 2. That the City’s participation in a regional contract with SOCWA, NorthStar Chemical, Inc. and SOCWA entities is hereby approved for a one-year term for the supply of Sodium Hydroxide (caustic soda) to the City’s Water Reclamation Plant for wastewater treatment.

SECTION 3. That the City Manager is authorized and directed to execute the contract in a form substantially similar to that presented to City Council on June 17, 2025 in an amount not to exceed $37,320 for the initial one-year term.

Attachment 1
622
Resolution No. 25-93 Page 2
SECTION 4. That the City Manager and the Public Works Director/City Engineer are hereby authorized to approve up to three optional one-year renewals to the contract for amounts not to exceed the approved budget amounts for this chemical in each appropriate fiscal year.

SECTION 5. That the City Manager or his designee are authorized and directed to take such other and further actions as may be necessary and proper to fulfill the purposes of this resolution.

SECTION 6. 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 _____ day of ____________________, _______.

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-93 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

CONTRACT SERVICES AGREEMENT BETWEEN THE SOUTH ORANGE COUNTY

WASTEWATER AUTHORITY AND OTHER PUBLIC ENTITIES AND NORTHSTAR CHEMICAL

AS A DBA OF PACIFIC STAR CHEMICAL LLC FOR THE DELIVERY AND SUPPLY OF SODIUM

HYDROXIDE TO SOCWA WASTEWATER TREATMENT FACILITIES
This Agreement is made and entered into this ____________, 2025 (“Effective Date”), between on the one hand, the South Orange County Wastewater Authority (“SOCWA”), Santa Margarita Water District (“SMWD”), El Toro Water District (“ETWD”), Moulton Niguel Water District (“MNWD”), Irvine Ranch Water District (“IRWD”), City of San Clemente (“CSC”) and, on the other hand, NorthStar Chemical as a DBA of Pacific Star Chemical LLC (“PROVIDER”). For purposes of this Agreement, SOCWA, SMWD, MNWD, ETWD, IRWD, and CSC are collectively referred to as “SOCWA Entities” and are individually referred to as an “Agency of the SOCWA Entities” or “Agency”. SOCWA Entities and PROVIDER may be referred to in this Agreement from time to time as “party” or “parties”.

RECITALS
WHEREAS, the SOCWA Entities desire to secure the delivery and supply of Sodium Hydroxide for the referenced treatment facilities; and
WHEREAS, PROVIDER represents that it has the necessary equipment, facilities, permits, and skills required to perform the necessary contract services.

NOW, THEREFORE, SOCWA Entities and PROVIDER agree as follows:

SECTION 1 PROVIDER’S CONTRACTED SERVICES

1.1 PROVIDER will supply and deliver Sodium Hydroxide to the facilities as listed and meeting the Sodium Hydroxide specifications and per gallon price as found in Attachments 1 and 2, which are incorporated by reference herein (the “Contracted Services”). See Attachment 2 and Supplemental Charges

1.2 Provider represents and warrants that it is and will at all times during the performance of this Agreement remain aware of and comply with existing, revised, and new federal, State of California (“State”) and local laws, rules and regulations (collectively, “Regulations”) applicable to the Contracted Services. Changes in Provider’s practices necessitated by any revision to such Regulationsthat will impact the Contracted Services will be brought to the attention of the SOCWA Entities sufficiently in advance of implementation. Changes in any Regulations will not alter or diminish Provider’s duty and responsibility to provide the Contracted Services at the prices set forth hereunder.

1.3 All vehicles utilized in connection with Contracted Services shall be registered by all applicable agencies to operate on the highways of the State of California and any other states as applicable.

Provider shall ensure that all operators are appropriately qualified and licensed. The Provider shall be solely responsible for the proper training of its personnel. Provider shall maintain programs required under the Omnibus Transportation Employee Testing Act of 1991. Provider shall be required to complete a hazardous materials manifest(s) (bill of lading) prior to the transportation of every load to SOCWA facilities.

1.4 The Provider shall be responsible for cleaning up and removing all trash, grease, oil and debris that is the result of the Contracted Services. All of the Provider equipment shall be kept clean and shall maintain a neat appearance. Cleaning or servicing of equipment shall not be undertaken at any Attachment 2
625
SOCWA Entities facilities except for emergency repairs. Any spills or discharge at the SOCWA Entities facilities resulting from Provider’s operation will be promptly cleaned up by Provider at Provider’s sole expense.

1.5 Provider certifies that Provider’s safety programs and related employee training meets or exceeds all applicable local, State and Federal regulatory requirements for:
 Injury and Illness Prevention Program
 Emergency Action Plan
 Hazard Communication Program
 Personal Protective Equipment

SECTION 2 TERM OF AGREEMENT

2.1 The term of this Agreement will be from the effective date as first written above until June 30, 2026. SOCWA may extend this Agreement for up to three (3) successive, one (1) year renewal periods beyond June 30, 2026, so long as the total term of this Agreement does not exceed four (4) years. SOCWA shall deliver notice of renewal in writing for itself and any SOCWA Entities continuing participation. Price increases, if any, for the renewal periods, will be negotiated to the satisfaction of both parties and will not occur at a frequency of more than once per year, coinciding with the anniversary of the Effective Date. The renewal must be agreed upon at least sixty (60) days prior to the termination of the Agreement unless otherwise waived by the Parties.

SECTION 3 COMPENSATION FOR SERVICES

3.3 Impacts from Tariffs. The parties acknowledge and agree that tariffs, levies, duties, taxes, or laws/regulations of similar effect (collectively, “Tariffs”) may go into effect after the date hereof, and Vendor has not included the impact of any Tariffs in the Contract pricing. In the event that the cost of producing contracted products escalates prior to the expiration of the Contract Time due to Tariffs, whether such escalation is the result of direct Tariff assessments or the impact of Tariffs on demand and price for internationally or domestically produced chemicals, Vendor shall: (i) inform SOCWA of such escalation and shall provide back-up documentation sufficient to establish and support such escalation; (ii) use commercially reasonable efforts to work with SOCWA to 626
develop mitigation strategies; (iii) be entitled to an increase in the contracted price per gallon to the extent of any substantiated material price escalation, without any markup or overhead increases.

SECTION 4 PAYMENTS FOR SERVICE

4.1 Compensation will be billed monthly by Provider per the SOCWA requested format and will be based upon the actual work performed during the designated time period. Invoices will include delivery date(s), location of delivery and shall be submitted to SOCWA Entities receiving deliveries as set forth in this Agreement. Each Agency of the SOCWA Entities, respectively, will make payment to Provider within thirty (30) calendar days of receipt and approval of the invoices by such Agency, provided all required documentation is attached to such invoices. Each Agency of the SOCWA Entities agrees with the other Agencies of the SOCWA Entities that each shall be responsible for payment of the Contract Services provided by Provider to such Agency’s facilities or plants.

To receive timely payment, Provider’s invoices must be sent as specified below.

For Contracted Services rendered for SOCWA Facilities:
email invoices to [email protected]
or mail to: SOCWA - Attn: Accounts Payable
34156 Del Obispo Street
Dana Point, CA 92629
Attn: Accounts Payable
 Invoice MUST include a PO # for the respective plant where delivery was made.  SOCWA’s Fiscal Year End is June 30th all invoices must be submitted for payment by the 15th of the previous month.

For Contracted Services rendered for ETWD Facilities:

Mail invoices to: ETWD - Attn: Accounts Payable
PO Box 4000
Laguna Hills, CA 92654
For Contracted Services rendered for MNWD Facilities:

Mail invoices to: MNWD – Attn: Accounts Payable
Attention: Purchasing Department
P.O. Box 30203
Laguna Niguel, CA 92607-0203
For services rendered for the City of San Clemente WRP Facility:

Mail invoices to: City of San Clemente - Attn: Accounts Payable 380 Avenida Pica, Bldg. N
San Clemente, CA 92672
For services rendered for the SMWD Facilities:
627
Mail invoices to: SMWD - Accounts Payable
26111 Antonio Pkwy
Rancho Santa Margarita, CA 92688
Email: [email protected]
For services rendered for the IRWD Facilities:

Mail invoice to: IRWD Purchasing Department
P.O. Box 57000
Irvine, CA 92612

4.2 Acceptance and payment by an Agency of the SOCWA Entities for Contracted Services furnished hereunder, will not in any way relieve the Provider of its responsibility to provide Contracted Services in strict accordance with Regulations. Neither an Agency of the SOCWA Entities’ acceptance of, nor payment for any Contracted Services will be construed to operate as a waiver of any rights an Agency may have under this Agreement or of any cause of action or claim arising out of the performance of this Agreement.

SECTION 5 TERMINATION OF AGREEMENT

5.1 If, during the term of this Agreement, SOCWA, SMWD, ETWD, MNWD, IRWD or CSC determines that Provider is not faithfully abiding by any term or condition contained herein, any (or all) such agencies (“Affected Agencies”) may notify Provider in writing of such defect or failure to perform. Such notice must allow Provider a ten (10) calendar day period thereafter in which to cure the deficiency. After such 10-day period, if the Provider has not satisfactorily cured the deficiency, this will constitute a breach of this Agreement, and the Affected Agency may terminate the Agreement as it applies to such Affected Agency by written notice to Provider. At such time, the Provider will be entitled to the reasonable value of its Contracted Services performed through the effective date of termination; which shall be offset by the affected Agency’s damages from such breach through the remaining term of the Agreement, including any agreed upon extensions.

Notwithstanding this section 5.1, in no event will Provider be entitled to any fees or costs incurred after the effective date of termination or in excess of the rates set forth in Attachment 2.

No compensation will be payable for anticipated profit on unperformed services.

SECTION 6 LIABILITY

6.1 Provider will indemnify, defend and hold harmless the SOCWA Entities, the member agencies of SOCWA, which include both Agency participants in this Agreement and other SOCWA Member Agencies, and each of their officers, directors, agents and employees (collectively and individually the “Indemnitees”), from and against all claims, demands, losses, damages, costs, expenses, and legal liability arising from, connected with, or resulting from or claimed to have arisen out of, in connection with or resulted from, Provider’s Contracted Services and work hereunder including (a) bodily injury to or death of persons, and personal injury, including but not limited to, third parties and employees, directors and officers of the Indemnitees, Provider, and third parties, and damage or injury to natural resources (b) violation of any Regulations, including but not limited to strict liability imposed by Regulations; (c) and any other claims, demands, losses, damages, costs, expenses, attorneys’ fees and liability connected with or arising from, or as a result of Provider’s 628
Contracted Services or work under this Agreement; excepting only such claims, losses, demands, damages, costs, expenses, attorneys’ fees and liability caused by the sole negligence or willful misconduct of the Indemnitees.

Provider Acknowledges that any claim, demands, losses, damages, costs, expenses, and legal liability that arise out or result from or are in any way connected with the release or spill of any hazardous material (as designated under the Regulations), by-Sodium Hydroxide or residue as a result of the Contracted Services or work performed under this Agreement by Provider are expressly within the scope of this indemnity, and that Provider must indemnify Indemnitees from and against the costs, expenses, and liability for (a) environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration and remedial work; (b) penalties and fines arising from the violation of the Regulations; and (c) attorneys’ fees, disbursements and other response costs.

6.1.1 SOCWA shall indemnify SMWD, ETWD, MNWD, IRWD and CSC in their individual entity capacities and not as a member agency of SOCWA, and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from, and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SOCWA in the performance of this Agreement.

6.1.2 SMWD shall indemnify SOCWA, and its member agencies (excluding SMWD), ETWD, MNWD, IRWD, and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.

6.1.3 CSC shall indemnify SOCWA, and its member agencies (excluding CSC), ETWD, MNWD, IRWD, and SMWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of CSC in the performance of this Agreement.

6.1.4 ETWD shall indemnify SOCWA, and its member agencies (excluding ETWD), CSC, MNWD, IRWD, and SMWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of ETWD in the performance of this Agreement. 629

6.1.5 IRWD shall indemnify SOCWA, and its member agencies (excluding IRWD), CSC, MNWD, ETWD, and SMWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of IRWD in the performance of this Agreement.

6.1.6 MNWD shall indemnify SOCWA, and its member agencies (excluding MNWD), CSC, ETWD, and SMWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of IRWD in the performance of this Agreement.

SECTION 7 INSURANCE

7.1 Provider will pay for and maintain, in full force and effect, all insurance required by any governmental agency having jurisdiction to require particular insurance of Provider in connection with or related to the Contracted Services.

7.2 Upon execution of this Agreement and renewal, Provider will furnish satisfactory proof by certificate or otherwise as may be required by the SOCWA Entities that it has taken out the insurance policies required by this Agreement and shall furnish each individual Agency of the SOCWA Entities herein with endorsements naming each such individual Agency as an additional insured, as applicable.

7.3 The insurance will be comprehensive in form and cover all indemnity and other contractual obligations set forth in this Agreement, and will insure against (1) claims, loss or damages on account of bodily injury and personal injury, including death resulting therefrom, caused or alleged to have been caused directly or indirectly from the performance or execution of this Agreement or performance of Contracted Services hereunder by Provider, its employees, officers, agents and (2) claims, loss or damages to any property caused or alleged to have been caused directly or indirectly by the performance or execution of the Agreement or performance of the Contracted Services hereunder by Provider, its employees, officers and agents and any subcontractor thereof. Such insurance will also adequately insure against all injury, death, claims, loss, damage or accidents caused by or alleged to have been caused directly or indirectly by the use and operation of automobiles, trucks and/or other mobile or stationary equipment. Provider will maintain worker’s compensation insurance, including occupational disease provisions, under the laws of the State of California or other state (as applicable) and employer’s liability insurance for the benefit of its employees. All said public or commercial liability and auto liability and other insurance will be for the period of performance under this Agreement and shall be on a per occurrence basis and any and all aggregate amounts, if applicable, must be stated in the certificates provided hereunder. The amounts of coverage of said insurance will not be less that the following:
630

INSURANCE COVERAGE AMOUNT PER

OCCURRENCE
Aggregate
General Liability- Bodily,
Personal Injury; Property
Damage
$3,000,000 $5,000,000
Auto Liability – Bodily,
Personal Injury; Property
Damage
$3,000,000 $5,000,000
Employers Liability – Bodily
Injury by Accident
$3,000,000 $5,000,000
Employers Liability – Bodily
Injury by Disease
$3,000,000 $5,000,000

7.4 Such insurance will be issued and underwritten by insurance companies having at least an Apolicyholders rating and financial rating not less than Class VII in accordance with the most current Best’s Rating Guide. The insurance companies shall be admitted and licensed to do business in the State and have an agent for service of process in the State. Provider may satisfy the limit requirements in a single policy or multiple policies, provided, however, that any such additional policies written as excess insurance will not provide any less coverage than that provided by Provider’s first or primary policy.

7.5 All of the above policies of insurance shall be primary insurance and shall name “SOCWA, and its member agencies, including but not limited to MNWD, SMWD, ETWD, IRWD and CSC, and each of their officers, employees, directors and agents” as additional insureds (the “Additional Insureds”) by endorsements. The insurer shall waive all rights of subrogation and contribution it may have against the Additional Insureds and their respective insurers and the certificates of insurance shall set forth the waiver of subrogation by separate endorsement as necessary. In the event any of said policies or insurance are canceled or coverage is reduced, Provider shall, prior to the effective date, submit new evidence of insurance in conformance with this Section 7 to each Agency. No work or services under this Agreement shall commence until Provider has provided the SOCWA Entities with certificates of insurance and endorsements and said certificates of insurance and endorsements are approved by the SOCWA Entities.

7.6 In the event Provider subcontracts any portion of the services under this Agreement, the contract between Provider and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Provider is required to maintain pursuant to this Section 7, and to name the Additional Insureds under the policies identified above, in accordance with all of the requirements of this Section 7.

7.7 Nothing in the insurance requirements set forth in this Agreement is to be construed as limiting the liability of Provider or Provider’s insurers. Provider understands that it may be held responsible for the payment of damages or other costs to the SOCWA Entities or Indemnitees resulting from Provider’s activities or the activities of any person or persons for which Provider is otherwise responsible including Provider’s subcontractors.
631
SECTION 8 ADDITIONAL PROVISIONS

8.2 The parties represent and warrant that its undersigned representative has been duly and validly authorized to enter into this Agreement.

To SOCWA: SOCWA
Attn: General Manager
34156 Del Obispo St.

Dana Point, CA 92629
949-234-5430
To Provider: NorthStar Chemical as a DBA of Pacific Star Chemical, LLC Attn: Clare Walker
9051 Sorensen Avenue
Santa Fe Springs, CA 90670

8.7 Each Agency of the SOCWA Entities acknowledges and agrees with the other Agency of the SOCWA Entities that this Agreement is not intended to establish a joint exercise of powers arrangement under and pursuant to laws of the State with respect to the contractual matters hereunder among such agencies; further, MNWD, SMWD, ETWD, and CSC each agree that the existing joint powers agreement establishing SOCWA and the joint powers arrangements established pursuant to that agreement, have no bearing or effect on this Agreement and the application thereof to the MNWDfacilities, SMWD facilities, ETWD facilities or the CSC WRP.

8.8 This Agreement may be executed in counterparts, each of which shall be deemed an original. 632

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
BY: _______________________________________________ DATE: ___________________ AMBER BOONE; GENERAL MANAGER
APPROVED AS TO FORM:

SNELL & WILMER
Legal Counsel -SOCWA
BY: _______________________________________________ DATE: ___________________

ADRIANA OCHOA

SANTA MARGARITA WATER DISTRICT
633
BY: _______________________________________________ DATE: ___________________

GENERAL MANAGER

IRVINE RANCH WATER DISTRICT
BY: _______________________________________________ DATE: ___________________

GENERAL MANAGER

MOULTON NIGUEL WATER DISTRICT
BY: _______________________________________________ DATE: ___________________

GENERAL MANAGER

CITY OF SAN CLEMENTE
BY: _______________________________________________ DATE: ___________________

CITY MANAGER

EL TORO WATER DISTRICT
BY: _______________________________________________ DATE: ___________________

GENERAL MANAGER
NORTHSTAR CHEMICAL AS A DBA OF PACIFIC STAR CHEMICAL LLC.

BY: _______________________________________________ DATE: ___________________ TITLE: _____________________________________________
634
Attachment 1
Sodium Hydroxide RFP Specification
(AS ACCORDING TO REQUEST FOR PROPOSAL – PROPOSALS PAGES 13 THRU 27) 635
Attachment 2
Compensation Rates -Sodium Hydroxide
Chloro Alkali Products (Sodium Hydroxide)
Sodium Hydroxide
Product
Sodium Hydroxide - 50% (1-500 gals) $3.60 gallon
Sodium Hydroxide - 50% (501-1000 gals) $3.40 gallon
Sodium Hydroxide - 50% (1001-2000 gals) $2.99 gallon
Sodium Hydroxide - 50% (2001-3000 gals) $2.89 gallon
Sodium Hydroxide - 50% (3001-4000 gals) $2.27 gallon
Sodium Hydroxide - 50% (4001-4500 gals) $2.27 gallon
Sodium Hydroxide - 50% (>4500 gals) Full Load $2.27 gallon Sodium Hydroxide - 30% (1-500 gals) $2.36 gallon
Sodium Hydroxide - 30% (501-700 gals) $2.14 gallon
Sodium Hydroxide - 30% (701-1000 gals) $1.97 gallon
Sodium Hydroxide - 30% (1001-2000 gals) $1.86 gallon
Sodium Hydroxide - 30% (2001-3000 gals) $1.69 gallon
Sodium Hydroxide - 30% (3001-4000 gals) $1.50 gallon
Sodium Hydroxide - 30% (4001-4500 gals) full load $1.40 gallon Sodium Hydroxide - 25% (501-1500 gals) $1.70 gallon
*Pricing does not include any applicable mill or sales tax Per Stop: (total unloading time of 2 hours) $60/stop-after 1 free stop.

Additional Unloading Time: $80/per hour
Fuel Surcharge: Per Delivery $60.00
636
Attachment 3

SOCWA SAFETY AND ACCIDENT PREVENTION REQUIREMENTS

1. General: In addition to the requirements set forth in proposal and Contract documents, Vendor, Consultant, or Contractor ("Contractor") shall adhere to the following requirements.

Lack of safety equipment or failure to use safety equipment will be cause for termination of the Agreement.

Lack of compliance with applicable regulations may be cause for termination of the Agreement.

6. Plant Speed Limits: The posted speed limit is 15 miles per hour. Violators of the speed limit may have their vehicle banned from the site.

7. Periodic Safety Meetings: The Contractor agrees to send representatives to periodic Contractor Safety meetings if the Contractor is on-site, or if this Agreement is in effect.

8. MSDS Sheets: Contractor shall provide SOCWA with Material Safety Data Sheets (MSDS) for all applicable materials before the material is brought on site.

10. Smoking: Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance 637
with SOCWA Smoking policy will be cause for the removal of offending personnel from the site, termination of the Agreement, or both.

12. Drug-Free Workplace: Employers awarded a contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357.
638
Agenda Item 8.C.

SOCWA received proposals from the following companies (in alphabetical order):
• Brenntag Pacific, Inc. (Brenntag)
• JC Jones, Inc. (JC Jones)
• NorthStar Chemical, Inc. (a DBA of Pacific Star Chemical, LLC.) (NorthStar) • Olin, Inc. (Olin)
107
Attachment 3
639
Chlor Alkali Products Contract Award Page 2 of 6
June 5, 2025
Initial Proposal Review for Minimum Requirements
The initial review of all the proposals was that they were responsive to the Request for Proposals.

NorthStar only proposed to provide sodium hydroxide. Olin only proposed to provide sodium hypochlorite. Brenntag did not propose to provide 5.25% sodium hypochlorite used by ETWD.

Brenntag proposes an initial contract term of 6 months; all the other vendors proposed a 12-month initial term.

SOCWA staff contacted SCWD staff regarding their past contract(s) with Brenntag. Brenntag does have three Southern California production sites, more than the other vendors.

JCI Jones
JCI Jones had the lowest cost using the method in the Request for Proposal document. They have many active water and wastewater agency bleach contracts in Southern California. The references JCI Jones provided provided positive feedback and did not note delivery issues, safety concerns, or contract issues. SOCWA used JCI in the past for bulk chlorine deliveries and did not have any noted issues with deliveries, safety, or contract issues. JCI Jones has one Southern California production site and eleven (11) nationally.
108
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Chlor Alkali Products Contract Award Page 3 of 6
June 5, 2025
Olin
Olin had the second-lowest cost using the method in the Request for Proposal document, but the cost result was very close to the highest score of Brenntag’s. Thus, the straight-line method used to determine the weighted cost points is near Brenntag’s. Olin is the current provider of bleach to SOCWA and its member agencies. They also have many other active water and wastewater agency bleach contracts in Southern California. SOCWA staff and the references Olin provided provided positive feedback and did not note any delivery issues, safety concerns, or contract issues. Olin has one Southern California production site and thirteen (13) nationally.

Table 4 - Sodium Hydroxide (Caustic Soda) Proposal Rating Table (in alphabetical order) Company
Costs (up
to 30
points)
Experience
(up to 10
Points)
Product
integrity/Specs
(up to 10
points)
References
(up to 10
points)
Total (up
to 60
points)
Brenntag 0 9 10 5 24
JCI Jones 21.2 10 10 10 51.2
Northstar 30 10 8 10 58
Brenntag
Brenntag had the highest cost using the method in the Request for Proposal document. They have many active water and wastewater agency caustic soda contracts in Southern California. 109
641
Chlor Alkali Products Contract Award Page 4 of 6
June 5, 2025
Two of the three Brenntag references provided did not respond to SOCWA’s requests for information. SOCWA staff contacted SCWD staff regarding their past contract(s) with Brenntag.

Brenntag does have three Southern California production sites, more than the other vendors.

JCI Jones
JCI Jones had the second-lowest cost using the method in the Request for Proposal document.

However, NorthStar has not had any supply interruptions over the past 6 years, during which SOCWA has been contracting with NorthStar for caustic soda.

Table 5 - Sodium Hydroxide (Caustic Soda) Proposal Pricing ($/Gallon)(1) Chemical and Concentration Delivery Vol. Brenntag JCI NorthStar Current Sodium Hydroxide - 50% (1-500 gals) $5.25 $7.00 $3.60 $5.20 Sodium Hydroxide - 50% (501-1000 gals) $4.89 $4.70 $3.40 $4.45 Sodium Hydroxide - 50% (1001-2000 gals) $4.45 $3.50 $2.99 $3.99 Sodium Hydroxide - 50%(2) (2001-4000 gals) $3.99 $2.90
See
below $3.60
Sodium Hydroxide - 50%(2) (2001-3000 gals)
See
above
See
above $2.89
See
above
Sodium Hydroxide - 50%(2) (3001-4000 gals)
See
above
See
above $2.27
See
above
Sodium Hydroxide - 50%(2) (4001-4500 gals) $3.49 $2.65
See
above $2.98
Sodium Hydroxide - 50% (>4500 gals) Full Load $3.49 $2.60 $2.27 $2.98 Sodium Hydroxide - 30% (1-500 gals) $4.45 $6.00 $2.36 $3.63 Sodium Hydroxide - 30% (501-700 gal) $4.05 $3.60 $2.14 $3.18 Sodium Hydroxide - 30% (701-1000 gals) $4.05 $2.85 $1.97 $2.85 Sodium Hydroxide - 30% (1001-2000 gals) $3.45 $2.40 $1.86 $2.43 Sodium Hydroxide - 30% (2001-3000 gals) $2.65 $1.80 $1.69 $2.19 Sodium Hydroxide - 30% (3001-4000 gals) $2.65 $1.60 $1.50 $2.14 Sodium Hydroxide - 30% (>4000 gals) Full Load $2.26 $1.55 $1.40 $1.80 Sodium Hydroxide - 25% (501-1500 gals) $2.65 $3.30 $1.70 $2.30 (1) Prices do not include applicable fees, taxes, and tariffs that will be included in the contract terms and conditions.
(2) 2001 to 4000 gallons was bifurcated by NorthStar, as presented above. This did not affect the weighted cost ratings assessment.
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Chlor Alkali Products Contract Award Page 5 of 6
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Table 6 - Sodium Hydroxide (Caustic Soda) Proposal Pricing Annual Estimated Contract Value (1) (in alphabetical order)
Vendor
Est. Annual Contract
Value(1)
Brenntag $50,593
JCI Jones $37,691
Northstar $32,907
Current $43,200
(1) Calculated based on SOCWA’s CY2024 usage.

Impacts from Tariffs. The parties acknowledge and agree that tariffs, levies, duties, taxes, or laws/regulations of similar effect (collectively, “Tariffs”) may go into effect after the date hereof, and Vendor has not included the impact of any Tariffs in the Contract Sum. In the event that the cost of producing contracted products escalates prior to the expiration of the Contract Time due to Tariffs, whether such escalation is the result of direct Tariff assessments or the impact of Tariffs on demand and price for internationally or domestically produced chemicals, Vendor shall: (i) inform SOCWA of such escalation and shall provide back-up documentation establishing such escalation; (ii) use commercially reasonable efforts to work with SOCWA to develop mitigation strategies; (iii) be entitled to an increase in the contracted price per gallon to the extent of any substantiated material price escalation.

Prior Related Project Committee or Board Action(s)
111
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Chlor Alkali Products Contract Award Page 6 of 6
June 5, 2025
None
Fiscal Impact
Not including potential Tariff impacts, it is estimated that there will be an annual cost decrease of $64,000, or about 29%, for sodium hypochlorite (bleach) and an annual cost decrease of $5,500, or about 13%, for sodium hydroxide (caustic soda).

Recommended Action: Staff recommends that the Board of Directors authorize the General Manager to:

1. Award a contract to JCI Jones Chemicals Inc. for sodium hypochlorite products for one (1) year with up to three (3) optional annual renewals;

2. Award a contract to NorthStar Chemical, Inc. (a DBA of Pacific Star Chemical, LLC.) for sodium hydroxide products for one (1) year with up to three (3) optional annual renewals; and

3. Initiate subsequent renewals with an increase of 10% or less. 112
644
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11K.

Submitted By: Public Works
Prepared By: Ryan Kim, Senior Civil Engineer – Traffic
Zak Ponsen, Assistant City Engineer
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A PROFESSIONAL SERVICES AGREEMENT TO CHEN RYAN ASSOCIATES, INC. (CRA) FOR ENGINEERING SERVICES RELATED TO THE CALAFIA COMPLETE STREETS, CIP PROJECT NO. 15319,

AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT, ACCEPTING GRANT FUNDING ..body AND MAKING A SUPPLEMENTAL APPROPRIATION RELATED THERETO Fiscal Impact:

The total cost of the design phase and engineering support services for the Calafia Complete Streets project is $299,196. This includes a professional services contract agreement in the amount of $279,196, and staff project management cost of $20,000. The City has been awarded a federal grant to help fund this phase of the project in the amount of $176,000. The project design phase estimate that was approved in the FY 2024/25 budget was only $150,000, therefore a supplemental appropriation in the amount of $149,196 from the State Road Maintenance Rehabilitation Account (RMRA) Gas Tax Fund is recommended for project expenditure Account No. 011-864-45300-000-15319. There is an available balance within the RMRA Gas Tax Fund for this expenditure.

Summary:

Before the City Council is a resolution awarding a professional services agreement with Chen Ryan Associates, Inc. (CRA) to provide construction plans, specifications, and engineering construction support services for design of the Calafia Complete Streets Project in an amount not to exceed $279,196. This project will add sidewalk and bike lane improvements on Avenida Calafia from Avenida Del Presidente to the Calafia State Beach parking Lot.

Background:

Avenida Calafia is the primary street access for visiting the San Clemente California State Park.

It has one travel lane in each direction, with varying widths and curves. The speed limit is 25 mph, but there are no sidewalks or bikeways for most of its length, while the adjacent streets of Avenida Del Presidente and South Ola Vista have Class 2 Bike Lanes. The street also intersects with Avenida Montalvo, and has several driveways to residential homes, the San Clemente Inn/Riviera Restaurant and the San Clemente State Beach campground. A senior living community is also at the southeast corner of Avenida Calafia and Avenida Del Presidente.

Avenida Calafia offers connectivity to main bus and trolley routes and builds connections for pedestrians and bicyclists to access San Clemente State Beach and the extremely popular San Clemente Beach Trail system. Currently, pedestrians and bicyclist on Avenida Calafia are forced 645
Meeting Date: June 17, 2025 Agenda Item: 11K.

CITY OF SAN CLEMENTE 2
to share the travel lanes with vehicles. This includes beach goers with lots of belongings and strollers for young family members.

The project is proposing to fill the missing gaps of sidewalk and add either Class 2 or 3 bike lanes to the street. Due to the steep slopes adjacent the street, the project is proposing to narrow the travel lanes and construct new curb, gutter, and sidewalk within the existing improved footprint.

By narrowing the travel lanes, the project should be able to be expedited through the California Coastal Commission permitting process since it will not interfere with existing native landscaping or change the coastal topography of the natural slopes that border the street. The project will also require coordination and approvals from the California State Parks for modifications to the street improvements where the project connects into the Calafia State Beach Parking Lot.

On October 3, 2023, City Council authorized staff to submit a grant funding application for complete streets improvements to Avenida Calafia. The Complete Streets call for projects utilizes Federal Highways Administration (FHWA) Surface Transportation Block Grant Program (STBG) and Congestion Mitigation Air Quality (CMAQ) funds. The Orange County Complete Streets Program (OCCSP) was developed in accordance with a new Southern California Association of Governments (SCAG) project selection process for the apportionment of STBG/CMAQ funds.

The City’s Calafia Complete Streets project was approved as part of the grant award, and requries the City to follow strict Caltrans Local Assistance Manual (LAPM) requirements for awarding of contracts and utilization of federal funds. The City was awarded $176,000 for the design phase and $842,000 for the construction phase.

Discussion:

Staff researched local consultants that may have the experience necessary to meet the Request for Proposals (RFP) requirements, and issued a Request for Proposals on Planet Bids. Staff received seven proposals, none of which were from companies based in San Clemente.

Consultant qualifications were evaluated and ranked based on the Request for Proposals criteria and LAPM requirements. Proposals were received from AZTEC Engineering California, Inc., Chen Ryan Associates, Inc., Michael Baker International, Inc., Onward Engineering, PSOMAS, RockSol Consulting Group, Inc., and Stantec Consulting Services Inc. 646
Meeting Date: June 17, 2025 Agenda Item: 11K.

CITY OF SAN CLEMENTE 3
Per LAPM requirements, a City panel of staff was formed to review the proposals received, and ranked them based on LAPM criteria listed in Table 1. Staff then conducted oral interviews with the top three ranked consultants: Chen Ryan Associates, Inc., Michael Baker International, Inc., and Stantec Consulting Services Inc., and determined that Chen Ryan Associates, Inc. (CRA) provided the best approach and team for the Project.

CRA is familiar with similar types of projects, and staff believe they will provide excellent services for the Project. After determining CRA as the top firm, per the LAPM and grant requirements, staff then opened CRA’s sealed envelope containing the cost estimate. CRA’s unsealed cost proposal was $341,087, but included providing unforeseen upgrades needed to the driveways of residences along Avenida Calafia and modifications to the Avenida Calafia intersections at Avenida Montalvo and South Ola Vista. Cost negotiations were then completed that resulted in a revised cost proposal from CRA as per Table 2 below. Since the negotiated cost proposal was determined to be fair and reasonable considering their additional cost for including upgrades that were not anticipated by staff, per LAPM requirements, all remaining sealed envelopes containing cost proposals will be returned to the other consultants.

Table 2. Negotiated Fee Proposal Schedule
Task Description Proposal
Amount

1. Project Management $19,088

2. Preliminary Engineering (PE) $145,324

3. Plans, Specifications, & Estimate (PS&E) $102,112
Selected
Optional Task 2.

Bidding and Construction Support $12,672
Total $279,196
It should be noted that the FY 2024/25 approved budget included an error in the estimated project cost being $150,000. Instead of Federal grant funding being $126,000 (and a $24,000 minimum City match), the actual grant application was for $176,000 (plus a $24,000 minimum match). This would have resulted in a project budget amount of $200,000, not $150,000.

Council Options:
 Adopt Resolution No. 25-94 (Attachment 1), awarding a Professional Services Agreement to Chen Ryan Associates, Inc. in an amount not to exceed $279,196 and authorizing the City Manager to execute the Agreement.
 Modify and adopt Resolution No. 25-94.
 Continue the item with direction to provide additional information. 647
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CITY OF SAN CLEMENTE 4
 Do not award the contract to Chen Ryan Associates, Inc. and provide direction to staff. Per LAPM requirements, if the City Council’s desire is to deny the proposal from CRA and proceed with another consultant, then staff will open the cost proposal from the next highest rank consultant and start negotiations with them. Doing this would eliminate CRA from any further consideration.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act (CEQA) Guidelines section 15378 (14 CCR section 15378). Performing of Plan Preparation Services has no potential result in either a direct or physical change in the environment or a reasonably foreseeable indirect physical change in the environment. Once the project design is completed it will undergo CEQA analysis separately when taken back to City Council for approval.

Recommended Actions:

Staff recommends that the City Council adopt Resolution No. 25-94, which will:

1. Accept the federal Complete Streets Program grant for the Project Approval & Environmental Documents (PA&ED) and Plans, Specifications & Estimate (PS&E project phases in the amount of $176,000 (Revenue Account No. 011-000-33180-000-15319);

2. Approve a supplemental appropriation in the amount of $149,196 from the State SB-1 Road Maintenance Rehabilitation Account (RMRA) Funds to project expenditure Account No. 011- 864-45300-000-15319;

3. Award a Professional Services Agreement to Chen Ryan Associates, Inc. for engineering support services for the Calafia Complete Streets Project, CIP Project No. 15319; and

4. Authorize the City Manager to execute a Professional Services Agreement with Chen Ryan Associates, Inc. in an amount not to exceed $279,196.

5. Authorize the City Manager and/or the Public Works Director/City Engineer to execute all necessary applications, tentative agreements, and/or other such documents/actions required to complete the design and permitting of the project with the California Coastal Commission, California State Parks, and any other necessary parties. ..recommendation
..end
Attachment:

1. Resolution No. 25-94

2. Professional Consultant Services Agreement with Chen Ryan Associates, Inc.

Notification:

All proposers.
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Attachment 1
RESOLUTION NO. 25-94

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING A

PROFESSIONAL CONSULTANT SERVICES AGREEMENT
TO CHEN RYAN ASSOCIATES, INC. FOR CALAFIA
COMPLETE STREETS, CIP PROJECT NO. 15319, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT IN AN AMOUNT NOT TO EXCEED $279,196,
ACCEPTING RELATED GRANT FUNDING OF $176,000,

AND MAKING A SUPPLEMENTAL APPROPRIATION OF
$149,196
WHEREAS, on October 3, 2023, City Council authorized staff to submit a grant funding application for complete streets improvements to Avenida Calafia; and WHEREAS, the City was awarded $176,000 for the design phase and $842,000 for the construction phase of the project which is subject to City fair share cost and Caltrans Local Assistance Manual (LAPM) requirements; and WHEREAS, on December 5, 2024, the Engineering Division solicited proposals from qualified firms to provide engineering consulting services for the Calafia Complete Streets, CIP Project No. 15319 (Project); and
WHEREAS, on February 6, 2025, the City received seven (7) responsive proposals for the Project; and
WHEREAS, City staff reviewed the submitted proposals, conducted oral interviews with the top three (3) ranked consultants and determined that Chen Ryan Associates, Inc. provided the best approach and team for the Project, was the most qualified to perform the services and its fee is fair and reasonable.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated fully herein.

SECTION 2. That the City hereby accept the federal Complete Streets Program grant for the Project Approval & Environmental Documents (PA&ED) and Plans, Specifications & Estimate (PS&E) project phases in the amount of $176,000 (Revenue Account No. 011-000-33180-000-15319).

SECTION 3. That a supplemental appropriation in the amount of $149,196 from the State SB-1 Road Maintenance Rehabilitation Account (RMRA) Funds to project expenditure Account No. 011-864-45300-000-15319 is hereby approved. 649
Resolution No. 25-94 Page 2
SECTION 4. That Chen Ryan Associates, Inc. is hereby determined to be the most qualified to perform the engineering consulting services needed for the Calafia Complete Streets, CIP Project No. 15319, and its fee is fair and reasonable.

SECTION 5. That the Professional Consulting Services Agreement is hereby awarded to Chen Ryan Associates, Inc. for engineering consulting services for the Calafia Complete Streets, CIP Project No. 15319.

SECTION 6. That the City Manager is authorized and directed to execute the Agreement for the Calafia Complete Streets, CIP Project No. 15319 with Chen Ryan Associates, Inc. in an amount not to exceed $279,196, in a form substantially similar to that presented to City Council on June 17, 2025.

SECTION 7. That the City Manager and/or Public Works Director/City Engineer are authorized to execute all necessary applications, tentative agreements, and/or other such documents/actions required to complete the design and permitting of the project with the California Coastal Commission, California State Parks, and any other necessary parties and to take such other and further action as is necessary and proper to accomplish the purposes of this resolution.

SECTION 8. 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 _____ day of June, 2025.

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-94 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of ___________, _____. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
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CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this ___17th__ day of June , 2025, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio , San Clemente, California, 92673 ("City") and CHEN RYAN ASSOCIATES, INC., a CALIFORNIA CORPORATION, with its principal place of business at 3900 FIFTH AVENUE, SUITE 310, SAN DIEGO, CALIFORNIA 92103 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional CALAFIA COMPLETE STREETS PROJECT DESIGN AND CONSTRUCTION consulting services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing professional CALAFIA COMPLETE STREETS PROJECT DESIGN AND CONSTRUCTION consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional DESIGN AND CONSTRUCTION consulting services for the CALAFIA COMPLETE STREETS project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional CALAFIA COMPLETE STREETS PROJECT DESIGN AND CONSTRUCTION consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from June 17, 2025 until the Services are completed to the satisfaction of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Attachment 2
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Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control, the City being only concerned with the finished results of the work being performed. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be solely responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Neither Consultant nor Consultant's employees shall in any event be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, workers’ compensation benefits, injury leave or other leave benefits. Consultant is solely responsible for all such matters, as well as compliance with social security and income tax withholding and all other regulations and laws governing such matters.

3.2.2 PERS Eligibility and Employee Payments Indemnification. In the event that Consultant's employee providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant's employees providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contributions to be paid by City for employer contributions and/or employee contributions for PERS benefits. Consultant agrees to defend and indemnify the City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the PERS, social security, salary or wages, overtime payment, or workers’ compensation payment that the City may be required to make for work done under this Agreement. The provisions of this section 3.2.2 are continuing obligations that shall survive expiration or termination of this Agreement.

3.2.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.4 Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by Consultant, and where appropriate will indicate Consultant’s authorized signature and professional registration number.

3.2.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
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3.2.6 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: MONIQUE CHEN, PRINCIPAL-IN-CHARGE.

3.2.7 City's Representative. The City hereby designates DAVID REBENSDORF, PUBLIC WORKS DIRECTOR/CITY ENGINEER, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.8 Consultant's Representative. Consultant hereby designates MONIQUE CHEN, PRINCIPAL-IN-CHARGE. or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.9 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.10 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails 654
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or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.12 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.13 Insurance. Consultant agrees to procure and maintain, at Consultant’s expense all insurance specified in Exhibit “C” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed TWO HUNDRED SEVENTY-NINE THOUSAND ONE HUNDRED NINETY-SIX DOLLARS ($279,196) without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if so authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless previously authorized in writing by City, or included in Exhibit "D" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “D” may be adjusted each year at the time of renewal as set forth in Exhibit “D.”

3.3.6 Labor Code Requirements.

3.3.6.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6.2 Registration. If the Services are being performed as part of an applicable “public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
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3.5 General Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: CHEN RYAN ASSOCIATES, INC.
3900 FIFTH AVENUE, SUITE 310
SAN DIEGO, CA 921035
ATTN: MONIQUE CHEN, PRINCIPAL-IN-CHARGE
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: LAURA CAMPAGNOLO, CITY CLERK AND

DAVID REBENSDORF, PUBLIC WORKS DIRECTOR
/CITY ENGINEER
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all 657
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subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

3.5.6 Indemnification.

3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any 658
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alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.5.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 659
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3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City, state and federal grant requirements and related programs, policies and guidelines currently in effect or hereinafter enacted.

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts/Electronic Signatures. This Agreement may be signed in counterparts, each of which shall constitute an original. This Agreement may be signed with the same force and effect as original ink signatures.

3.6 Subcontracting.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 2025
___________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization

CHEN RYAN ASSOCIATES, INC., A

CALIFORNIA CORPORATION
(“CONSULTANT”)
By:_____________________________
Monique J. Chen, CEO

Dated: __________________, 2025
By:_____________________________
Phuong Nguyen, Vice President

Dated: __________________, 2025
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EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the “Services”) to the City’s satisfaction:

Task 1. Project Management
a. Attend a pre-design (kick-off) meeting with City staff after the award of contract to conduct introductions, discuss scope of work, information needed from various City department, overall schedule and the implementation process. b. Coordinate bi-weekly progress conference calls with City staff to update the City of the project progress, and schedule status. This is also a time for the Consultant to ask any questions to the City or bring up any design issues encountered. c. Coordinate meetings to review the preliminary design, 60%, 90% and 100% submittals with City staff.
d. Provide a detailed project schedule with updates, and executive summary of project status to be submitted with each monthly invoice.
e. Maintain continuous awareness of the status of each task as it proceeds and make provisions to expedite and resolve any difficulties that may impede progress.

Task 2. Preliminary Engineering
a. Project Approval and Environmental Documentation (PA&ED). b. Right-of-Way. All work is assumed to be within existing public ROW. The design consultant shall perform research on available right-of-way maps, assessor parcel maps, and easement information within the project limits. Based on this information, existing ROW information shall be shown on the plans. If any TCEs (Temporary Construction Easements) are necessary, the consultant shall show them on the plans. The City will collaborate with the consultant to secure TCEs from adjacent property owners and/or the State Park for the necessary work on their street section. c. Review base data documents including as-built improvement plans, utility information, survey information, and other available record data.
d. Conduct necessary field surveys to assess existing conditions of the project area. e. Develop preliminary design.
f. Prepare Preliminary cost estimate (Identify special conditions that might create conflicts or change orders during construction and identify how to resolve these issues). g. Prepare Technical specifications.

Task 3. Plans, Specifications & Estimate
a. Plans, Specifications and Estimate (PS&E) shall be provided at levels of completion of approximately 60%, 90% and 100%.
b. The City will provide review comments at the 60%, and 90% design phases. c. The City will request the California Coastal Commission to provide review comments at the 60%, and 90% design phases.
d. It is expected 100% plans will be complete and include comments and input from all stakeholders and appropriate City staff.
e. Specifications shall be furnished using the latest edition of Microsoft Word for Windows.

The Consultant shall prepare the Specifications per City requirements and utilizing the Standard Specifications for Public Works Construction (“Greenbook”). f. Estimate shall be prepared in spreadsheet format using Microsoft Excel. g. The Consultant shall create a comment matrix to verify all City comments are addressed 662
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with each submittal.
h. Provide 60%, 90%, and 100% plans, specifications, and cost estimates for review and comments.

Caltrans LAPM Forms for PSE Certification and E-76 construction authorization:

The selected design consultant’s scope of work includes preparation of necessary technical documents, including necessary Caltrans LAPM Forms for PSE Certification and E-76 construction authorization after completion of PS&E Package, and all documents as necessary to provide the City an approved bid package read for bid advertisement.

Task 4. Bidding and Construction Support
a. Respond to Requests for Information (RFIs) during the project advertisement period, and log questions and responses.
b. Prepare project addenda.
c. Attend the pre-construction meeting, job walk, and job-site meetings when requested by the City over the course of the construction schedule (assume 5 meetings). d. Provide responses to the Contractor’s RFIs about the plans and specifications when requested by the City.
e. Provide responses and approvals to the Contractor’s submittals for materials and shop drawings when requested by the City.
f. Review Change Orders.
g. Provide all construction support through final completion of project, as may be needed. h. Provide support with Caltrans Award Package submittals, construction invoicing/reimbursement requests, and Final Report of Expenditures.

Task 5. Record Drawings (As-Builts)
a. Upon completion of all construction work, prepare as-built drawings based on field redlined as-built information provided by the City’s Construction Contractor.

The above tasks are provided as general guidance to the proposing firms. The proposers shall review the RFP and attached documents and conduct any other documents review, research and field reviews as they deem necessary, and provide a detailed scope of services as part of their proposals.

It is the Consultant’s responsibility to identify all necessary tasks and components, and provide all necessary services as required and in compliance with the Project Funding Application, Project Funding Agreement, this RFP and all applicable standards and requirements, and provide the City with a complete set of PS&E Bid Package approved by all regulatory and involved agencies.

Topographic Mapping / Conceptual Design
 Topography shall include obtaining locations, elevations, and descriptions of:
o Contours at one-foot intervals
o Spot elevations on hardscape features
o Existing building and structure footprints
o Walls and fencing
o Curb and gutters, sidewalks and driveways, bridges, decks, stairways and handicap ramps, curb drains,
o Pavement area, including the roadway surfaces and striping o Storm drain and sewer manhole rims
o Power poles, street lights and traffic signals and signs 663
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o Landscape areas, trees, and major specimen plants with trunk diameters greater than 6”
o Above-ground utilities, including valves, pull-boxes, meters, and vaults o Exposed mechanical utilities such as chilled water and stream pipelines o All major surface features that define the shape of the terrain, such as tops and toes of slopes, grade breaks, and natural ground
o Perform a detailed topographic land and property survey  Develop up to 3 design concept alternatives with construction cost estimates.  Conduct information meetings (2 hours) and progress meetings (2 hours) with City Staff to review and discuss the design concepts.
 Coordinate and conduct site visits for City Staff to determine locations of proposed construction areas and evaluate areas encroaching on private properties. (2 hours for first site visit and 2 hours for second site visit, if necessary) Deliverables
The Consultant will be responsible for the following deliverables:
 Topographic Mapping: AutoCAD
 Design Concept Plans and Cost Estimates (Class 4): (3) hard copies, PDF, Excel, AutoCAD
 60% Plans and Specifications & Cost Estimate (Class 3): (3) hard copies, PDF, Word, Excel, AutoCAD
 90% Plans and Specifications & Cost Estimate (Class 2): (3) hard copies, PDF, Word, Excel, AutoCAD
 Final Plans and Specifications & Cost Estimate (Class 2): (3) hard copies, PDF, Word, Excel, AutoCAD
 Record Drawings: (1) hard copy, PDF, AutoCAD
All deliverables will be provided as electronic copies and reproducible original prints for the City’s use and distribution.
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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the services to the City’s satisfaction and within the timeframes established by the City and in sufficient time to ensure that the City meets established deadlines.

Consultant shall complete the following tasks within the identified time periods, unless a different schedule is agreed to in writing by the City:

TASK 1 DESIGN PHASE (196 days)
Task 1.1 Prep/execute kickoff meeting (1 day)
Task 1.2 Project Coordination, and Meetings (195 days)
TASK 2 PRELIMINARY DESIGN (101 days)
Task 2.1 Environmental Documentation (40 days)
Task 2.2 Record Research and Utility Coordination (100 days) Task 2.3 Survey (30 days)
Task 2.4 Parking Analysis (25 days)
Task 2.5 Preliminary Design Development (25 days)
Task 2.6 City Review (No. 1) (15 days)
Task 2.7 Community Outreach (30 days)
TASK 3 PLANS, SPECIFICATIONS & ESTIMATE (120 days)
Task 3.1 60% PS&E (40 days)
Task 3.2 WQMP/Hydrology and Hydrualics Analysis (30 days) Task 3.3 City Review (No. 2) (10 days)
Task 3.4 90% PS&E (30 days)
Task 3.5 City Review (No. 3) (10 days)
Task 3.6 Caltrans E-76 (40 days)
Task 3.7 100% PS&E (Final) (20 days)
Task 3.8 Design Close Out (5 days)
TASK 4 BID SUPPORT (40 days)
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TASK 5 CONSTRUCTION SUPPORT (100 days)
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EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, 667
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business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.4 Professional Liability (Errors & Omissions):
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.

3.2.12.5 Workers' Compensation:
(A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other 668
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insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.12.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.12.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

3.2.12.11 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
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3.2.12.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.2.12.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
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EXHIBIT “D”

COMPENSATION
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant for actual work performed at the following hourly rates. Total compensation shall not exceed $279,196. Except as expressly set forth below, there are no reimbursable expenses under this Agreement.
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WORKER’S COMPENSATION INSURANCE CERTIFICATION

WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.

I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:

Carrier____________________________________________________ Policy Number______________________________________________ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
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Dated: ________________________, 20____
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
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910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11L.

Submitted By: Public Works
Prepared By: Julie Schmidt, Sr. Management Analyst
Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A PROFESSIONAL SERVICES AGREEMENT TO SIERRA ANALYTICAL LABS, INC. FOR WATER QUALITY ANALYSIS

LABORATORY SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT FOR THREE YEARS FOR A TOTAL AMOUNT NOT TO EXCEED $418,923 AND TWO ADDITIONAL ONE ..body-YEAR OPTIONS
Fiscal Impact:

Funding has been included for laboratory services in the Water and Sewer Operating Funds for Fiscal Year 2026 in the following accounts:

Account Amount
052-462-43890 $52,769.00
052-465-43890 $41,140.00
054-472-43890 $45,732.00
Total per year $139,641.00
Funding for future years of the Agreement will be included in the water and sewer operating budgets for the appropriate Fiscal Year. There is no proposed cost increase for the initial three years of the Agreement, which is for a total amount not to exceed $418,923.

Summary:

Before the City Council is the award of a three-year Professional Services Agreement with Sierra Analytical Labs, Inc. from July 1, 2025 through June 30, 2028 for an amount not to exceed $418,923, with the option for two, one-year extensions. Staff recommends that the City Manager be authorized to administratively approve extensions provided that they are with the City Council approved budget in future years. The Professional Services Agreement contains pricing for the initial three-year term for the various laboratory testing the City will require. Staff researched and found no certified laboratories within the City of San Clemente.

Background:

The City's Water Reclamation Plant is required by State and Federal regulations to sample various constituents in the treated wastewater discharged to the ocean, as well as the recycled water delivered to irrigation customers in the City. Additionally, weekly, monthly, and annual analysis of potable water supplied to San Clemente customers is required by the State of California as well as the Environmental Protection Agency. 675
Meeting Date: June 17, 2025 Agenda Item: 11L.

CITY OF SAN CLEMENTE 2
The City’s Water Reclamation Plant laboratory conducts wastewater, recycled water, and limited potable water testing to meet regulatory requirements and to maintain compliance with the City’s various permits. The laboratory work for the City is conducted by a full time Laboratory Coordinator with a primary focus on wastewater and recycled water. To augment coverage during staff vacations, emergencies, weekends, and for the majority of potable water testing, which the City laboratory does not have the equipment or certification to perform, on-call, contracted laboratory services are necessary from an appropriately certified laboratory.

Due to the upcoming expiration of the Laboratory Services contract with Sierra Analytical Labs, Inc. on June 30, 2025, Utilities staff researched whether there were any local vendors and prepared a Request for Proposal, which was advertised on PlanetBids. One responsive proposal was received from Sierra Analytical Labs, Inc. (Attachment 2). After evaluation of the proposal received, and an interview conducted by City staff, Sierra Analytical Labs, Inc. is recommended for a new contract for Water Quality Analysis Laboratory Services – Routine and On-Call, based on their experience working with other water agencies in Southern California, their significant work experience in performing water and wastewater laboratory services and analysis, familiarity and prior experience with the City, staff resources, a record of success providing laboratory services for the City over many years and their fee, which is fair and reasonable. Staff is not aware of any local vendors that perform these services.

Council Options:
 Adopt Resolution No. 25-95, which would award a Professional Services Agreement to Sierra Analytical Labs, Inc. for Water Quality Analysis Laboratory Services for an initial three-year term for a total amount not to exceed $418,923, and authorize the City Manager to execute the Agreement and authorize up to two one-year extensions within budget constraints.  Modify and adopt Resolution No. 25-95.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 25-95 to award the contract to Sierra Analytical Labs, Inc. and give direction to staff.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act (CEQA) Guidelines section 15378 (14 CCR section 15378). The approval of the Agreement for Water Quality Analysis Laboratory Services has no potential result in either a direct or physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council Adopt Resolution No. 25-95, which would:

1. Award a three-year Professional Services Agreement to Sierra Analytical Labs, Inc. for Water Quality Analysis Laboratory Services for a total amount not to exceed $418,923 during the first three years, plus two additional one-year options;
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Meeting Date: June 17, 2025 Agenda Item: 11L.

CITY OF SAN CLEMENTE 3

2. Authorize the City Manager to execute the Professional Services Agreement with Sierra Analytical Labs, Inc. (Attachment 3); and

3. Authorize the City Manager to administratively approve up to two, one-year extensions to the Agreement that do not exceed the City Council approved budgeted amounts for each fiscal year.
..end
Attachments:

1. Resolution No. 25-95

2. Sierra Analytical Labs, Inc. Proposal

3. Professional Services Agreement with Sierra Analytical Labs, Inc.

Notification:

All proposers.
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RESOLUTION NO. 25-95

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN CLEMENTE, CALIFORNIA, AWARDING A THREEYEAR PROFESSIONAL SERVICES AGREEMENT FOR

WATER QUALITY ANALYSIS LABORATORY SERVICES TO
SIERRA ANALYTICAL LABS, INC. WITH TWO OPTIONAL

ONE-YEAR EXTENSION, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE THE AGREEMENT IN AN
AMOUNT NOT TO EXCEED $418,923 FOR THE INITIAL

TERM AND OPTIONS NOT TO EXCEED CITY COUNCIL

APPROVED BUDGETED AMOUNTS
WHEREAS, the City's Water Reclamation Plant is required by State and Federal regulations to sample various constituents in the treated wastewater discharged to the ocean, as well as the recycled water delivered to irrigation customers in the City.

Additionally, weekly, monthly, and annual analysis of potable water supplied to San Clemente customers is required by the State of California as well as the Environmental Protection Agency; and
WHEREAS, the City’s Water Reclamation Plant laboratory conducts wastewater, recycled water, and limited potable water testing to meet regulatory requirements and to maintain compliance with the City’s various permits. The laboratory work for the City is conducted by a full time Laboratory Coordinator with a primary focus on wastewater and recycled water. To augment coverage during staff vacations, emergencies, weekends, and for the majority of potable water testing, which the City laboratory does not have the equipment or certification to perform, on-call, contracted laboratory services are necessary from an appropriately certified laboratory; and
WHEREAS, the City entered into a contract with Sierra Analytical Labs, Inc. for laboratory services on June 18, 2019, which is set to expire on June 30, 2025; and WHEREAS, a Request for Proposals process was conducted for Water Quality Analysis Laboratory Services and only one (1) responsive proposal was received; and WHEREAS, after evaluation of the proposal received, and an interview conducted by City staff, Sierra Analytical Labs, Inc. is recommended for a new contract for Water Quality Analysis Laboratory Services, based on their experience working with other water agencies in Southern California, their significant work experience in performing water and wastewater laboratory services and analysis, familiarity and prior experience with the City, staff resources, a record of success providing laboratory services for the City over many years, and their fair and reasonable fee.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitals are true and correct and incorporated herein fully by reference.

Attachment 1
678
Resolution No. 25-95 Page 2
SECTION 2. That a three-year Professional Services Agreement for Water Quality Analysis Laboratory Services with two optional one-year extensions is hereby awarded to Sierra Analytical Labs, Inc.

SECTION 3. That the City Manager is authorized and directed to execute a Professional Services Agreement with Sierra Analytical Labs, Inc. for an amount not to exceed $418,923 total over the initial three-year term in a form substantially similar to that presented to City Council on June 17, 2025.

SECTION 4. That the City Manager is authorized to approve up to two, one-year extensions to such Agreement that do not exceed the City Council approved budgeted amounts for each fiscal year.

SECTION 5. That the City Manager or his designee are authorized and directed to take such other and further actions as may be necessary and proper to fulfill the purposes of this resolution.

SECTION 6. 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 _____ day of ____________________, _______.

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-95 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of _______________________, _________, by the following vote:

AYES:

NOES:

ABSENT:

Page 1 ends

EXHIBIT 2 PRICING PROPOSAL FORM & PRICE SCHEDULE
City of San Clemente Invitation # UT 2425-02
PROPOSAL FOR: Water & Wastewater Water Quality Analysis Laboratory Services Routine and On Call Services
Note: Testing will vary and there is no guaranteed usage.

CONTRACT TERM: Three Years (With the option for three, one-year extensions after the initial three-year period with approval of the City and the contractor).

Note: This Pricing Proposal Form does not constitute a contract. It is for evaluation purposes only.

Company Name: ____________________________________ Date: _____________ Representative's Name:__________________________________________________ Signature:___________________________________________
Phone No: _________________________ Fax No: ___________________________ Email:____________________________________________________ GENERAL QUESTIONS:

1. Is your firm certified by the State of
California as an Environmental
Testing Laboratory? If so, please
indicate your ELAP certification
number and expiration date and
attach relevant documentation to your
proposal.
_________ Yes _________ No
ELAP Certification Number: ____________
Certificate Expiration Date: __________

2. All subcontracted laboratories used by
the contractor must also be ELAP
certified. Can your firm comply with
this requirement?
_________ Yes _________ No

3. Does your firm offer direct sample
pick-up service (from 380 Avenida
Pico, Bldg. J., San Clemente, CA
92672)?
_________ Yes _________ No
X
3110
X
X
Sierra Analytical Labs, Inc. 05/19/25
Chris Forsyth
949-348-9389
[email protected]
10/31/26
695

Page 2 ends

4. Can your firm pick up
water/wastewater samples from the
City of San Clemente as required?
_________ Yes _________ No

5. For short notice requests, can your
firm pick-up wastewater samples from
the City of San Clemente on the same
day of notification by City staff?
_________ Yes _________ No

6. Can your lab meet the specified
pickup and turnaround times specified
on the Pricing Proposal sheets below?
_________ Yes _________ No

7. Does your firm offer on-site sampling
services if needed and
access/directions are provided by City
staff?
_________ Yes _________ No

8. Do your firms invoices document the
sample number, date sample was
received, and type of tests performed
with itemized costs?

9. Can your firm comply with the
requirement to provide the City a
monthly invoice summarizing the
testing that was performed for various
City programs to include one separate
monthly invoice for each of the
following (three monthly invoices
total):

Water Reclamation Plant
Treatment Water Quality Analysis
Potable Water Quality Analysis
Reclaimed Water Quality Analysis
_________ Yes _________ No

10. For emergency after hours testing,
can your firm be available to meet City
staff to receive samples at your lab at
any hour or day as needed?
What would be the additional cost for
this service per test?
_________ Yes _________ No
Additional cost per test for emergency, after
hours delivery to the lab by City staff.
$_______________
X
X
Yes
X
X
X
X
See Price Schedule for Analsysis cost and
emergency after hours fee
696

Page 3 ends

11. Can your firm provide electronic
reports regarding testing results to
City staff via email as a CSV file and
also as a pdf file?
_________ Yes _________ No

THIS FORM MUST BE COMPLETED, SIGNED AND SUBMITTED WITH THE PROPOSAL VIA PLANETBIDS BEFORE: 4:00 PM (PST) ON MAY , 2025 FAILURE TO SUBMIT THIS FORM WILL RESULT IN THE REJECTION OF YOUR PROPOSAL.

X
697
698
699
700
701
702
703
704
705
706
707
708
709
710
711
712
713
SIERRA ANALYTICAL TEL: 949 • 348 • 9389 FAX: 949 • 348 • 9115 26052 Merit Circle • Suite 104 • Laguna Hills, CA • 92653 Client: Client Address: Turn Around Immediate 24 Hour Client Tel. No.: Time Requested: 48 Hour 72 Hour Client Fax. No.: 4 Day 5 Day Client Proj. Mgr.: Normal Mobile No. of Containers Sampler Signature: Shipped Via: Sample Disposal: Printed Name: (Carrier/Waybill No.) Return to Client Relinquished By: Date: Received By: Lab Disposal * Company: Time: Company: Archive _____ mos. Relinquished By: Date: Received By: Other ________ Company: Time: Company: Relinquished By: Date: Received By: Intact Company: Time: Company: Sample Seals Special Instructions: Properly Labelled Appropriate Sample Container Rev: 120321 Date:______/______/______ Page: _________ of _________ ______________________________________________________________ Client LOGCODE Geotracker EDD Info: Container Type Sierra No. Date Time DISTRIBUTION : White - To Accompany Samples, Yellow - Laboratory Copy, Pink - Field Personnel Copy Preservative Matrix Date: The delivery of samples and the signature on this chain of custody form constitutes authorization to perform the analyses specified above under SIERRA's Terms and Conditions, unless otherwise agreed upon in writing between SIERRA and CLIENT. * - Samples determined to be hazardous by SIERRA will be returned to CLIENT. Date: Time: Date: Total Number of Containers Received by Laboratory Time: Site Global ID CHAIN OF CUSTODY RECORD Client Project ID: Lab Work Order No.: Analyses Requested Client Sample ID. Other __________________________________________________________ Storage Location _______________________________________________ Time: Total Number of Containers Submitted to Laboratory Chilled - Temp (°C) ___________________________________________ Preservatives - Verified By ______________________________________ Field Point Names / Comments _________________________________________________________________________________ 1234 FOR LABORATORY USE ONLY - Sample Receipt Conditions:
714
Sierra Analytical Labs, Inc.
26052 Merit Circle Suite 104
Laguna Hills, CA 92653
10/31/2026
11/1/2024
3110

CALIFORNIA STATE

ENVIRONMENTAL LABORATORY ACCREDITATION PROGRAM

CERTIFICATE OF

ENVIRONMENTAL LABORATORY ACCREDITATION
Is hereby granted to
Scope of the certificate is limited to the
which accompany this Certificate.

Continued accredited status depends on compliance with applicable laws and regulations, proficiency testing studies, and payment of applicable fees.

This Certificate is granted in accordance with provisions of Section 100825, et seq. of the Health and Safety Code.

Certificate No.:

Expiration Date:

Effective Date:

Sacramento, California
subject to forfeiture or revocation
__________________________________________________ Christine Sotelo, Program Manager Environmental Laboratory Accreditation Program
715
Sierra Analytical Labs, Inc.

Laguna Hills, CA 92653

CALIFORNIA STATE

ENVIRONMENTAL LABORATORY ACCREDITATION PROGRAM
Fields of Accreditation
Certificate Number: 3110
Phone: 9493489389
Expiration Date:10/31/2026 26052 Merit Circle Suite 104 Field of Accreditation:101 - Microbiology of Drinking Water 101.010 001 Heterotrophic Bacteria SM 9215 B
101.020 001 Total Coliform P/A SM 9221 B
101.020 002 Fecal Coliform P/A SM 9221 B,E
101.020 003 E. coli P/A SM 9221 B,F
101.020 004 Total Coliform (Enumeration) SM 9221 B,C
101.020 005 Fecal Coliform (Enumeration) SM 9221 B,E
101.040 001 Total Coliform P/A SM 9222 B
101.040 002 Fecal Coliform P/A SM 9222 D
101.040 005 Total Coliform (Enumeration) SM 9222 B
101.040 006 Fecal Coliform (Enumeration) SM 9222 D
101.040 008 E. coli (Enumeration) SM 9222 G
101.050 001 Total Coliform P/A SM 9223 B Colilert
101.050 002 E. coli P/A SM 9223 B Colilert
101.050 005 Total Coliform P/A SM 9223 B Colilert 18
101.050 006 E. coli P/A SM 9223 B Colilert 18
Field of Accreditation:102 - Inorganic Chemistry of Drinking Water 102.026 001 Calcium EPA 200.7
102.026 002 Magnesium EPA 200.7
102.026 003 Potassium EPA 200.7
102.026 005 Sodium EPA 200.7
102.026 006 Hardness (Calculation) EPA 200.7
102.030 003 Chloride EPA 300.0
102.030 005 Fluoride EPA 300.0
102.030 006 Nitrate (as N) EPA 300.0
102.030 007 Nitrite (as N) EPA 300.0
102.030 008 Phosphate,Ortho (as P) EPA 300.0
102.030 009 Sulfate (as SO4) EPA 300.0
102.095 001 Turbidity SM 2130 B-2001
102.095 001 Turbidity SM 2130 B-2001
102.100 001 Alkalinity SM 2320 B-1997
102.130 001 Specific Conductance SM 2510 B-1997
102.140 001 Residue, Filterable TDS SM 2540 C-1997
102.201 001 Fluoride SM 4500-F B,D-1997
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 1 of 16 716
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
102.203 001 Hydrogen Ion (pH) SM 4500-H+ B-2000
102.240 001 Phosphate,Ortho (as P) SM 4500-P E-1999
102.251 001 Sulfate (as SO4) SM 4500-SO4 E-1997
102.300 001 Nitrate (as N) Hach 10206
Field of Accreditation:103 - Toxic Chemical Elements of Drinking Water 103.130 001 Aluminum EPA 200.7
103.130 003 Barium EPA 200.7
103.130 004 Beryllium EPA 200.7
103.130 007 Chromium EPA 200.7
103.130 008 Copper EPA 200.7
103.130 009 Iron EPA 200.7
103.130 011 Manganese EPA 200.7
103.130 012 Nickel EPA 200.7
103.130 015 Silver EPA 200.7
103.130 017 Zinc EPA 200.7
103.130 018 Boron EPA 200.7
103.140 001 Aluminum EPA 200.8
103.140 002 Antimony EPA 200.8
103.140 003 Arsenic EPA 200.8
103.140 004 Barium EPA 200.8
103.140 005 Beryllium EPA 200.8
103.140 006 Cadmium EPA 200.8
103.140 007 Chromium EPA 200.8
103.140 008 Copper EPA 200.8
103.140 009 Lead EPA 200.8
103.140 011 Mercury EPA 200.8
103.140 012 Nickel EPA 200.8
103.140 013 Selenium EPA 200.8
103.140 014 Silver EPA 200.8
103.140 015 Thallium EPA 200.8
103.140 016 Zinc EPA 200.8
103.140 018 Vanadium EPA 200.8
103.140 019 Strontium EPA 200.8
103.160 001 Mercury EPA 245.1
Field of Accreditation:104 - Volatile Organic Chemistry of Drinking Water 104.210 001 1,1,1,2-Tetrachloroethane EPA 524.4
104.210 002 1,1,1-Trichloroethane EPA 524.4
104.210 003 1,1,2,2-Tetrachloroethane EPA 524.4
104.210 004 1,1,2-Trichloroethane EPA 524.4
104.210 005 1,1-Dichloroethane EPA 524.4
104.210 007 1,2,3-Trichlorobenzene EPA 524.4
104.210 008 1,2,4-Trichlorobenzene EPA 524.4
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 2 of 16 717
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
104.210 009 1,2,4-Trimethylbenzene EPA 524.4
104.210 010 1,2-Dichlorobenzene EPA 524.4
104.210 011 1,2-Dichloroethane (Ethylene Dichloride) EPA 524.4 104.210 012 1,2-Dichloropropane EPA 524.4
104.210 014 1,3-Dichlorobenzene EPA 524.4
104.210 015 1,4-Dichlorobenzene EPA 524.4
104.210 016 2-Chlorotoluene EPA 524.4
104.210 017 4-Chlorotoluene EPA 524.4
104.210 018 Benzene EPA 524.4
104.210 020 Carbon Tetrachloride EPA 524.4
104.210 021 Chlorobenzene EPA 524.4
104.210 022 cis-1,2-Dichloroethylene (cis 1,2 Dichloroethene) EPA 524.4 104.210 023 cis-1,3-Dichloropropylene (cis 1,3 Dichloropropene) EPA 524.4 104.210 024 Dichlorodifluoromethane EPA 524.4
104.210 025 Dichloromethane (Methylene Chloride) EPA 524.4 104.210 026 Diisopropyl ether (DIPE) EPA 524.4
104.210 027 Ethyl tert-butyl Ether (ETBE) EPA 524.4
104.210 028 Ethylbenzene EPA 524.4
104.210 029 Isopropylbenzene EPA 524.4
104.210 030 Methyl isobutyl ketone (MIBK, 4-Methyl-2-pentanone) EPA 524.4 104.210 031 Methyl tert-butyl Ether (MTBE) EPA 524.4
104.210 032 Naphthalene EPA 524.4
104.210 033 n-Butylbenzene EPA 524.4
104.210 034 N-propylbenzene EPA 524.4
104.210 035 sec-Butylbenzene EPA 524.4
104.210 036 Styrene EPA 524.4
104.210 037 t-Butyl alcohol (2-Methyl-2-propanol) EPA 524.4 104.210 038 tert-Amyl Methyl Ether (TAME) EPA 524.4
104.210 039 tert-Butylbenzene EPA 524.4
104.210 041 Toluene EPA 524.4
104.210 042 trans-1,2-Dichloroethylene (trans- 1,2 Dichloroethene) EPA 524.4 104.210 043 trans-1,3-Dichloropropylene (trans-1,3 Dichloropropene) EPA 524.4 104.210 044 Trichloroethylene (Trichloroethene) EPA 524.4 104.210 045 Trichlorofluoromethane EPA 524.4
104.210 046 Trichlorotrifluoroethane EPA 524.4
104.210 047 Vinyl Chloride EPA 524.4
104.210 102 m+p-Xylene EPA 524.4
104.210 103 o-Xylene EPA 524.4
104.210 201 Bromodichloromethane EPA 524.4
104.210 202 Bromoform EPA 524.4
104.210 203 Chloroform EPA 524.4
104.210 204 Dibromochloromethane (Chlorodibromomethane) EPA 524.4 As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 3 of 16 718
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.

Field of Accreditation:105 - Semi-volatile Organic Chemistry of Drinking Water 105.201 003 Bromoacetic Acid EPA 552.3
105.201 004 Chloroacetic Acid EPA 552.3
105.201 005 Dibromoacetic Acid EPA 552.3
105.201 006 Dichloroacetic Acid EPA 552.3
105.201 007 Trichloroacetic Acid EPA 552.3
Field of Accreditation:107 - Microbiological Methods for Non-Potable Water and Sewage Sludge 107.050 001 Total Coliform (Enumeration) SM 9221 B-2014 107.052 001 Fecal Coliform (Enumeration) SM 9221 E-2014 107.054 001 E. coli (Enumeration) SM 9221 F-2014
107.056 001 Total Coliform (Enumeration) SM 9222 B-2015 107.058 001 Fecal Coliform (Enumeration) SM 9222 D-2015 107.060 001 E. coli (Enumeration) SM 9222 I-2015
107.062 001 Enterococci SM 9230 B-2013
107.062 002 Fecal Streptococci SM 9230 B-2013
107.064 001 Enterococci SM 9230 C-2013
107.064 002 Fecal Streptococci SM 9230 C-2013
Field of Accreditation:108 - Inorganic Constituents in Non-Potable Water 108.013 001 Calcium EPA 200.7
108.013 002 Magnesium EPA 200.7
108.013 004 Potassium EPA 200.7
108.013 006 Sodium EPA 200.7
108.017 002 Chloride EPA 300.0
108.017 002 Chloride EPA 300.0
108.017 003 Fluoride EPA 300.0
108.017 003 Fluoride EPA 300.0
108.017 004 Nitrate (as N) EPA 300.0
108.017 005 Nitrate-Nitrite (as N) EPA 300.0
108.017 007 Phosphate,Ortho (as P) EPA 300.0
108.017 008 Sulfate (as SO4) EPA 300.0
108.017 008 Sulfate (as SO4) EPA 300.0
108.053 002 Oil & Grease, Total Recoverable EPA 1664 B
108.055 001 Color SM 2120 B-2011
108.059 001 Turbidity SM 2130 B-2011
108.063 001 Alkalinity SM 2320 B-2011
108.069 001 Specific Conductance SM 2510 B-2011
108.070 001 Residue, Total SM 2540 B-2015
108.072 001 Residue, Filterable TDS SM 2540 C-2015
108.074 001 Residue, Non-filterable TSS SM 2540 D-2015
108.076 001 Residue, Volatile SM 2540 E-2015
108.078 001 Residue, Settleable SM 2540 F-2015
108.115 001 Chloride SM 4500-Chloride B-2011
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 4 of 16 719
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
108.133 001 Fluoride SM 4500-F D-2011
108.137 001 Hydrogen Ion (pH) SM 4500-H+ B-2011
108.139 001 Ammonia (as N) SM 4500-NH3 C-2011
108.174 001 Oxygen, Dissolved SM 4500-O G-2016
108.175 001 Phosphate,Ortho (as P) SM 4500-P E-2011
108.195 001 Sulfate (as SO4) SM 4500-SO4 E-2011
108.206 001 Biochemical Oxygen Demand SM 5210 B-2016
108.206 002 Carbonaceous BOD SM 5210 B-2016
108.325 001 Chemical Oxygen Demand Hach 8000
108.327 001 Nitrite (as N) Hach 8507
108.329 001 Nitrate (as N) Hach 10206
108.329 002 Nitrate-Nitrite (as N) Hach 10206
108.331 001 Kjeldahl Nitrogen,Total (as N) Hach 10242
Field of Accreditation:109 - Metals and Trace Elements in Non-Potable Water 109.623 001 Aluminum EPA 200.7
109.623 002 Antimony EPA 200.7
109.623 003 Arsenic EPA 200.7
109.623 004 Barium EPA 200.7
109.623 005 Beryllium EPA 200.7
109.623 006 Boron EPA 200.7
109.623 007 Cadmium EPA 200.7
109.623 008 Chromium EPA 200.7
109.623 009 Cobalt EPA 200.7
109.623 010 Copper EPA 200.7
109.623 011 Iron EPA 200.7
109.623 012 Lead EPA 200.7
109.623 013 Manganese EPA 200.7
109.623 014 Molybdenum EPA 200.7
109.623 015 Nickel EPA 200.7
109.623 016 Selenium EPA 200.7
109.623 017 Silver EPA 200.7
109.623 018 Thallium EPA 200.7
109.623 019 Tin EPA 200.7
109.623 020 Titanium EPA 200.7
109.623 021 Vanadium EPA 200.7
109.623 022 Zinc EPA 200.7
109.625 001 Aluminum EPA 200.8
109.625 002 Antimony EPA 200.8
109.625 003 Arsenic EPA 200.8
109.625 004 Barium EPA 200.8
109.625 005 Beryllium EPA 200.8
109.625 007 Cadmium EPA 200.8
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 5 of 16 720
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
109.625 008 Chromium EPA 200.8
109.625 009 Cobalt EPA 200.8
109.625 010 Copper EPA 200.8
109.625 013 Lead EPA 200.8
109.625 015 Molybdenum EPA 200.8
109.625 016 Nickel EPA 200.8
109.625 017 Selenium EPA 200.8
109.625 018 Silver EPA 200.8
109.625 019 Thallium EPA 200.8
109.625 022 Vanadium EPA 200.8
109.625 023 Zinc EPA 200.8
109.629 001 Chromium VI (Hexavalent Chromium) EPA 218.6 109.635 001 Mercury EPA 245.1
Field of Accreditation:110 - Volatile Organic Constituents in Non-Potable Water 110.040 003 Acrolein EPA 624.1
110.040 004 Acrylonitrile EPA 624.1
110.040 005 Benzene EPA 624.1
110.040 006 Bromodichloromethane EPA 624.1
110.040 007 Bromoform EPA 624.1
110.040 008 Bromomethane (Methyl Bromide) EPA 624.1
110.040 009 t-Butyl alcohol (2-Methyl-2-propanol) EPA 624.1 110.040 010 Carbon Tetrachloride EPA 624.1
110.040 011 Chlorobenzene EPA 624.1
110.040 012 Chloroethane EPA 624.1
110.040 013 2-Chloroethyl vinyl Ether EPA 624.1
110.040 014 Chloroform EPA 624.1
110.040 015 Chloromethane (Methyl Chloride) EPA 624.1
110.040 016 Dibromochloromethane (Chlorodibromomethane) EPA 624.1 110.040 017 1,2-Dichlorobenzene EPA 624.1
110.040 018 1,3-Dichlorobenzene EPA 624.1
110.040 019 1,4-Dichlorobenzene EPA 624.1
110.040 020 1,1-Dichloroethane EPA 624.1
110.040 021 1,2-Dichloroethane (Ethylene Dichloride) EPA 624.1 110.040 022 1,1-Dichloroethylene (1,1-Dichloroethene) EPA 624.1 110.040 023 trans-1,2-Dichloroethylene (trans- 1,2 Dichloroethene) EPA 624.1 110.040 024 1,2-Dichloropropane EPA 624.1
110.040 025 cis-1,3-Dichloropropylene (cis 1,3 Dichloropropene) EPA 624.1 110.040 026 trans-1,3-Dichloropropylene (trans-1,3 Dichloropropene) EPA 624.1 110.040 029 Ethylbenzene EPA 624.1
110.040 031 Methylene Chloride (Dichloromethane) EPA 624.1 110.040 034 1,1,2,2-Tetrachloroethane EPA 624.1
110.040 035 Tetrachloroethylene (Tetrachloroethene) EPA 624.1 As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 6 of 16 721
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
110.040 037 Toluene EPA 624.1
110.040 038 1,1,1-Trichloroethane EPA 624.1
110.040 039 1,1,2-Trichloroethane EPA 624.1
110.040 040 Trichloroethylene (Trichloroethene) EPA 624.1 110.040 041 Vinyl Chloride EPA 624.1
110.040 043 o-Xylene EPA 624.1
110.040 045 Trichlorofluoromethane EPA 624.1
110.040 046 m+p-Xylene EPA 624.1
110.040 047 2-Butanone (MEK) EPA 624.1
Field of Accreditation:111 - Semi-volatile Organic Constituents in Non-Potable Water 111.055 001 Aldrin EPA 608.3
111.055 002 alpha-BHC EPA 608.3
111.055 003 beta-BHC EPA 608.3
111.055 004 delta-BHC EPA 608.3
111.055 005 gamma-BHC (Lindane) EPA 608.3
111.055 007 4,4'-DDD EPA 608.3
111.055 008 4,4'-DDE EPA 608.3
111.055 009 4,4'-DDT EPA 608.3
111.055 010 Dieldrin EPA 608.3
111.055 011 Endosulfan I EPA 608.3
111.055 012 Endosulfan II EPA 608.3
111.055 013 Endosulfan Sulfate EPA 608.3
111.055 014 Endrin EPA 608.3
111.055 015 Endrin Aldehyde EPA 608.3
111.055 016 Heptachlor EPA 608.3
111.055 017 Heptachlor Epoxide EPA 608.3
111.055 060 Toxaphene EPA 608.3
111.160 001 Acenaphthene EPA 625.1
111.160 002 Acenaphthylene EPA 625.1
111.160 003 Anthracene EPA 625.1
111.160 004 Benzidine EPA 625.1
111.160 005 Benzo(a)anthracene EPA 625.1
111.160 006 Benzo(a)pyrene EPA 625.1
111.160 007 Benzo(b)fluoranthene EPA 625.1
111.160 008 Benzo(g,h,i)perylene EPA 625.1
111.160 009 Benzo(k)fluoranthene EPA 625.1
111.160 010 Bis(2-chloroethoxy) Methane EPA 625.1
111.160 011 Bis(2-chloroethyl) Ether EPA 625.1
111.160 012 EPA 625.1
111.160 013 Bis(2-ethylhexyl)phthalate (Di(2-ethylhexyl) phthalate) EPA 625.1 111.160 014 4-Bromophenyl Phenyl Ether EPA 625.1
111.160 015 Butyl Benzyl Phthalate EPA 625.1
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 7 of 16 722
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
111.160 016 2-Chloronaphthalene EPA 625.1
111.160 017 4-Chlorophenyl Phenyl Ether EPA 625.1
111.160 018 Chrysene EPA 625.1
111.160 019 Dibenz(a,h)anthracene EPA 625.1
111.160 021 Diethyl Phthalate EPA 625.1
111.160 022 Dimethyl Phthalate EPA 625.1
111.160 023 Di-n-butyl Phthalate EPA 625.1
111.160 024 2,4-Dinitrotoluene EPA 625.1
111.160 025 2,6-Dinitrotoluene EPA 625.1
111.160 026 Di-n-octyl Phthalate EPA 625.1
111.160 028 Fluorene EPA 625.1
111.160 029 Hexachlorobenzene EPA 625.1
111.160 030 Hexachlorobutadiene EPA 625.1
111.160 031 Hexachloroethane EPA 625.1
111.160 033 Isophorone EPA 625.1
111.160 034 Naphthalene EPA 625.1
111.160 035 Nitrobenzene EPA 625.1
111.160 036 N-nitroso-di-n-propylamine (NDPA) EPA 625.1 111.160 037 Phenanthrene EPA 625.1
111.160 038 Pyrene EPA 625.1
111.160 039 1,2,4-Trichlorobenzene EPA 625.1
111.160 040 4-Chloro-3-methylphenol EPA 625.1
111.160 041 2-Chlorophenol EPA 625.1
111.160 042 2,4-Dichlorophenol EPA 625.1
111.160 043 2,4-Dimethylphenol EPA 625.1
111.160 046 2-Nitrophenol EPA 625.1
111.160 049 Phenol EPA 625.1
111.160 050 2,4,6-Trichlorophenol EPA 625.1
111.160 098 Hexachlorocyclopentadiene EPA 625.1
111.160 108 N-nitrosodimethylamine (NDMA) EPA 625.1
111.160 110 N-nitrosodiphenylamine EPA 625.1
111.160 141 o-Cresol EPA 625.1
111.160 143 1,2-Diphenylhydrazine EPA 625.1
111.160 145 Pyridine EPA 625.1
111.160 147 m+p-Cresol EPA 625.1
111.160 148 2-Methylnaphthalene EPA 625.1
Field of Accreditation:114 - Inorganic Constituents in Hazardous Waste 114.325 001 Aluminum EPA 6010 D
114.325 002 Antimony EPA 6010 D
114.325 003 Arsenic EPA 6010 D
114.325 004 Barium EPA 6010 D
114.325 005 Beryllium EPA 6010 D
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 8 of 16 723
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
114.325 006 Boron EPA 6010 D
114.325 007 Cadmium EPA 6010 D
114.325 008 Calcium EPA 6010 D
114.325 009 Chromium EPA 6010 D
114.325 010 Cobalt EPA 6010 D
114.325 011 Copper EPA 6010 D
114.325 012 Iron EPA 6010 D
114.325 013 Lead EPA 6010 D
114.325 014 Magnesium EPA 6010 D
114.325 015 Manganese EPA 6010 D
114.325 016 Molybdenum EPA 6010 D
114.325 017 Nickel EPA 6010 D
114.325 018 Potassium EPA 6010 D
114.325 019 Selenium EPA 6010 D
114.325 020 Silver EPA 6010 D
114.325 021 Sodium EPA 6010 D
114.325 022 Strontium EPA 6010 D
114.325 023 Thallium EPA 6010 D
114.325 024 Tin EPA 6010 D
114.325 025 Titanium EPA 6010 D
114.325 026 Vanadium EPA 6010 D
114.325 027 Zinc EPA 6010 D
114.465 001 Chromium VI (Hexavalent Chromium) EPA 7199
114.535 001 Mercury EPA 7471 A
Field of Accreditation:115 - Leaching/Extraction Tests and Physical Characteristics of Hazardous Waste 115.055 001 Waste Extraction Test (WET) CCR Chapter11, Article 5, Appendix II 115.085 001 Toxicity Characteristic Leaching Procedure (TCLP) EPA 1311 115.145 001 Corrosivity - pH Determination EPA 9045 D
Field of Accreditation:116 - Volatile Organic Compounds in Hazardous Waste 116.221 001 Gasoline Range Organics (GRO) EPA 8015 C
116.275 001 Benzene EPA 8260 D
116.275 002 Bromobenzene EPA 8260 D
116.275 003 Bromochloromethane EPA 8260 D
116.275 004 Bromodichloromethane EPA 8260 D
116.275 005 Bromoform EPA 8260 D
116.275 006 Bromomethane (Methyl Bromide) EPA 8260 D
116.275 007 n-Butylbenzene EPA 8260 D
116.275 008 sec-Butylbenzene EPA 8260 D
116.275 009 tert-Butylbenzene EPA 8260 D
116.275 011 Carbon Tetrachloride EPA 8260 D
116.275 012 Chlorobenzene EPA 8260 D
116.275 013 Chlorodibromomethane (Dibromochloromethane) EPA 8260 D As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 9 of 16 724
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
116.275 014 Chloroethane EPA 8260 D
116.275 015 Chloroform EPA 8260 D
116.275 016 Chloromethane (Methyl Chloride) EPA 8260 D
116.275 017 Dibromomethane EPA 8260 D
116.275 018 Dichlorodifluoromethane (Freon 12) EPA 8260 D 116.275 019 cis-1,2-Dichloroethylene (cis 1,2 Dichloroethene) EPA 8260 D 116.275 020 trans-1,2-Dichloroethylene (trans- 1,2 Dichloroethene) EPA 8260 D 116.275 021 cis-1,3-Dichloropropylene (cis 1,3 Dichloropropene) EPA 8260 D 116.275 022 trans-1,3-Dichloropropylene (trans-1,3 Dichloropropene) EPA 8260 D 116.275 023 Ethylbenzene EPA 8260 D
116.275 024 Hexachlorobutadiene EPA 8260 D
116.275 025 Methyl tert-butyl Ether (MTBE) EPA 8260 D
116.275 026 Methylene Chloride (Dichloromethane) EPA 8260 D 116.275 027 Naphthalene EPA 8260 D
116.275 029 N-propylbenzene EPA 8260 D
116.275 030 Styrene EPA 8260 D
116.275 031 Tetrachloroethylene (Tetrachloroethene) EPA 8260 D 116.275 032 Toluene EPA 8260 D
116.275 033 Trichloroethylene (Trichloroethene) EPA 8260 D 116.275 034 Trichlorofluoromethane EPA 8260 D
116.275 035 Vinyl Chloride EPA 8260 D
116.275 036 m+p-Xylene EPA 8260 D
116.275 037 o-Xylene EPA 8260 D
116.275 040 1,1-Dichloroethane EPA 8260 D
116.275 041 1,1-Dichloroethylene (1,1-Dichloroethene) EPA 8260 D 116.275 042 1,1,1-Trichloroethane EPA 8260 D
116.275 043 1,1,1,2-Tetrachloroethane EPA 8260 D
116.275 044 1,1,2,2-Tetrachloroethane EPA 8260 D
116.275 045 1,1,2-Trichloroethane EPA 8260 D
116.275 046 1,2-Dichlorobenzene EPA 8260 D
116.275 047 1,2-Dichloroethane (Ethylene Dichloride) EPA 8260 D 116.275 048 1,2-Dibromoethane (EDB) EPA 8260 D
116.275 050 1,2-Dichloropropane EPA 8260 D
116.275 051 1,2,3-Trichloropropane (TCP) EPA 8260 D
116.275 052 1,2,4-Trichlorobenzene EPA 8260 D
116.275 053 1,3-Dichlorobenzene EPA 8260 D
116.275 054 1,4-Dichlorobenzene EPA 8260 D
116.275 055 2-Chloroethyl vinyl Ether EPA 8260 D
116.275 056 4-Chlorotoluene EPA 8260 D
116.275 057 4-Methyl-2-pentanone (Methyl Isobutyl Ketone) EPA 8260 D 116.275 058 t-Butyl alcohol (2-Methyl-2-propanol) EPA 8260 D 116.275 059 Diisopropyl ether (DIPE) EPA 8260 D
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 10 of 16 725
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
116.275 061 Ethyl tert-butyl Ether (ETBE) EPA 8260 D
116.275 062 tert-Amyl Methyl Ether (TAME) EPA 8260 D
Field of Accreditation:117 - Semi-volatile Organic Chemistry of Hazardous Waste 117.245 002 Diesel Range Organics (DRO) EPA 8015 C
117.325 001 Aldrin EPA 8081 B
117.325 002 alpha-BHC EPA 8081 B
117.325 003 beta-BHC EPA 8081 B
117.325 004 delta-BHC EPA 8081 B
117.325 005 gamma-BHC (Lindane) EPA 8081 B
117.325 006 Chlordane (total) EPA 8081 B
117.325 008 4,4'-DDD EPA 8081 B
117.325 009 4,4'-DDE EPA 8081 B
117.325 010 4,4'-DDT EPA 8081 B
117.325 011 Dieldrin EPA 8081 B
117.325 012 Endosulfan I EPA 8081 B
117.325 013 Endosulfan II EPA 8081 B
117.325 014 Endosulfan Sulfate EPA 8081 B
117.325 015 Endrin EPA 8081 B
117.325 016 Endrin Aldehyde EPA 8081 B
117.325 017 Endrin Ketone EPA 8081 B
117.325 018 Heptachlor EPA 8081 B
117.325 019 Heptachlor Epoxide EPA 8081 B
117.325 020 Methoxychlor EPA 8081 B
117.325 021 Toxaphene EPA 8081 B
117.445 001 Acenaphthene EPA 8270 E
117.445 002 Acenaphthylene EPA 8270 E
117.445 004 Anthracene EPA 8270 E
117.445 005 Benzidine EPA 8270 E
117.445 007 Benzo(a)anthracene EPA 8270 E
117.445 008 Benzo(b)fluoranthene EPA 8270 E
117.445 009 Benzo(k)fluoranthene EPA 8270 E
117.445 010 Benzo(g,h,i)perylene EPA 8270 E
117.445 011 Benzo(a)pyrene EPA 8270 E
117.445 012 Benzyl Alcohol EPA 8270 E
117.445 013 Bis(2-chloroethoxy) Methane EPA 8270 E
117.445 014 Bis(2-chloroethyl) Ether EPA 8270 E
117.445 015 Bis(2-ethylhexyl)phthalate (Di(2-ethylhexyl) phthalate) EPA 8270 E 117.445 016 Butyl Benzyl Phthalate EPA 8270 E
117.445 017 Chrysene EPA 8270 E
117.445 018 Dibenz(a,h)anthracene EPA 8270 E
117.445 019 Dibenzofuran EPA 8270 E
117.445 020 Di-n-butyl Phthalate EPA 8270 E
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 11 of 16 726
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
117.445 021 Diethyl Phthalate EPA 8270 E
117.445 022 Dimethyl Phthalate EPA 8270 E
117.445 023 Di-n-octyl Phthalate EPA 8270 E
117.445 024 Fluoranthene EPA 8270 E
117.445 025 Fluorene EPA 8270 E
117.445 026 Naphthalene EPA 8270 E
117.445 027 Nitrobenzene EPA 8270 E
117.445 029 Pentachlorophenol EPA 8270 E
117.445 031 1,2-Dichlorobenzene EPA 8270 E
117.445 032 1,3-Dichlorobenzene EPA 8270 E
117.445 033 1,4-Dichlorobenzene EPA 8270 E
117.445 034 2-Chloronaphthalene EPA 8270 E
117.445 035 2-Chlorophenol EPA 8270 E
117.445 036 2,4-Dichlorophenol EPA 8270 E
117.445 037 2,4-Dimethylphenol EPA 8270 E
117.445 038 2,4-Dinitrophenol EPA 8270 E
117.445 039 2,4-Dinitrotoluene EPA 8270 E
117.445 041 2,6-Dinitrotoluene EPA 8270 E
117.445 042 2-Nitroaniline EPA 8270 E
117.445 043 2-Nitrophenol EPA 8270 E
117.445 044 3-Nitroaniline EPA 8270 E
117.445 046 4-Chloroaniline EPA 8270 E
117.445 047 4-Chloro-3-methylphenol EPA 8270 E
117.445 048 4-Bromophenyl Phenyl Ether EPA 8270 E
117.445 049 4-Chlorophenyl Phenyl Ether EPA 8270 E
117.445 050 4-Nitroaniline EPA 8270 E
117.445 051 4-Nitrophenol EPA 8270 E
117.445 088 N-nitrosodimethylamine (NDMA) EPA 8270 E
117.445 089 N-nitrosodiphenylamine EPA 8270 E
117.445 090 N-nitroso-di-n-propylamine (NDPA) EPA 8270 E 117.445 091 Indeno(1,2,3-c,d)pyrene EPA 8270 E
117.445 092 Isophorone EPA 8270 E
117.445 093 2-Methylnaphthalene EPA 8270 E
117.445 094 Phenanthrene EPA 8270 E
Field of Accreditation:130 - Inorganic constituents in Hazardous waste (Matrix Aqueous) 130.020 001 Aluminum EPA 6010 D
130.020 002 Antimony EPA 6010 D
130.020 003 Arsenic EPA 6010 D
130.020 004 Barium EPA 6010 D
130.020 005 Beryllium EPA 6010 D
130.020 006 Boron EPA 6010 D
130.020 007 Cadmium EPA 6010 D
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 12 of 16 727
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
130.020 009 Chromium EPA 6010 D
130.020 010 Cobalt EPA 6010 D
130.020 011 Copper EPA 6010 D
130.020 012 Iron EPA 6010 D
130.020 013 Lead EPA 6010 D
130.020 014 Magnesium EPA 6010 D
130.020 015 Manganese EPA 6010 D
130.020 016 Molybdenum EPA 6010 D
130.020 017 Nickel EPA 6010 D
130.020 019 Selenium EPA 6010 D
130.020 020 Silver EPA 6010 D
130.020 021 Sodium EPA 6010 D
130.020 022 Strontium EPA 6010 D
130.020 023 Thallium EPA 6010 D
130.020 024 Tin EPA 6010 D
130.020 025 Titanium EPA 6010 D
130.020 026 Vanadium EPA 6010 D
130.020 027 Zinc EPA 6010 D
130.250 001 Mercury EPA 7470 A
Field of Accreditation:131 - Leaching/Extraction, Physical Chacterstics in Hazardous Waste (Matrix Aqueous) 131.010 001 Waste Extraction Test (WET) CCR Chapter11, Article 5, Appendix II 131.040 001 Toxicity Characteristic Leaching Procedure (TCLP) EPA 1311 Field of Accreditation:132 - Volatile Organic Compounds in Hazardous Waste (Matrix Aqueous) 132.016 001 Gasoline Range Organics (GRO) EPA 8015 C
132.070 001 Benzene EPA 8260 D
132.070 002 Bromobenzene EPA 8260 D
132.070 003 Bromochloromethane EPA 8260 D
132.070 004 Bromodichloromethane EPA 8260 D
132.070 005 Bromoform EPA 8260 D
132.070 006 Bromomethane (Methyl Bromide) EPA 8260 D
132.070 007 n-Butylbenzene EPA 8260 D
132.070 008 sec-Butylbenzene EPA 8260 D
132.070 009 tert-Butylbenzene EPA 8260 D
132.070 011 Carbon Tetrachloride EPA 8260 D
132.070 012 Chlorobenzene EPA 8260 D
132.070 013 Chlorodibromomethane (Dibromochloromethane) EPA 8260 D 132.070 014 Chloroethane EPA 8260 D
132.070 015 Chloroform EPA 8260 D
132.070 016 Chloromethane (Methyl Chloride) EPA 8260 D
132.070 017 Dibromomethane EPA 8260 D
132.070 018 Dichlorodifluoromethane (Freon 12) EPA 8260 D 132.070 019 cis-1,2-Dichloroethylene (cis 1,2 Dichloroethene) EPA 8260 D As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 13 of 16 728
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
132.070 020 trans-1,2-Dichloroethylene (trans- 1,2 Dichloroethene) EPA 8260 D 132.070 021 cis-1,3-Dichloropropylene (cis 1,3 Dichloropropene) EPA 8260 D 132.070 022 trans-1,3-Dichloropropylene (trans-1,3 Dichloropropene) EPA 8260 D 132.070 023 Ethylbenzene EPA 8260 D
132.070 024 Hexachlorobutadiene EPA 8260 D
132.070 025 Methyl tert-butyl Ether (MTBE) EPA 8260 D
132.070 026 Methylene Chloride (Dichloromethane) EPA 8260 D 132.070 027 Naphthalene EPA 8260 D
132.070 029 N-propylbenzene EPA 8260 D
132.070 030 Styrene EPA 8260 D
132.070 031 Tetrachloroethylene (Tetrachloroethene) EPA 8260 D 132.070 032 Toluene EPA 8260 D
132.070 033 Trichloroethylene (Trichloroethene) EPA 8260 D 132.070 034 Trichlorofluoromethane EPA 8260 D
132.070 035 Vinyl Chloride EPA 8260 D
132.070 036 m+p-Xylene EPA 8260 D
132.070 037 o-Xylene EPA 8260 D
132.070 040 1,1-Dichloroethane EPA 8260 D
132.070 041 1,1-Dichloroethylene (1,1-Dichloroethene) EPA 8260 D 132.070 042 1,1,1-Trichloroethane EPA 8260 D
132.070 043 1,1,1,2-Tetrachloroethane EPA 8260 D
132.070 044 1,1,2,2-Tetrachloroethane EPA 8260 D
132.070 045 1,1,2-Trichloroethane EPA 8260 D
132.070 046 1,2-Dichlorobenzene EPA 8260 D
132.070 047 1,2-Dichloroethane (Ethylene Dichloride) EPA 8260 D 132.070 048 1,2-Dibromoethane (EDB) EPA 8260 D
132.070 049 1,2-Dibromo-3-chloropropane (DBCP) EPA 8260 D 132.070 050 1,2-Dichloropropane EPA 8260 D
132.070 051 1,2,3-Trichloropropane (TCP) EPA 8260 D
132.070 052 1,2,4-Trichlorobenzene EPA 8260 D
132.070 053 1,3-Dichlorobenzene EPA 8260 D
132.070 054 1,4-Dichlorobenzene EPA 8260 D
132.070 055 2-Chloroethyl vinyl Ether EPA 8260 D
132.070 056 4-Chlorotoluene EPA 8260 D
132.070 058 t-Butyl alcohol (2-Methyl-2-propanol) EPA 8260 D 132.070 059 Diisopropyl ether (DIPE) EPA 8260 D
132.070 061 Ethyl tert-butyl Ether (ETBE) EPA 8260 D
132.070 062 tert-Amyl Methyl Ether (TAME) EPA 8260 D
Field of Accreditation:133 - Semi-Volatile Organic Chemistry in Hazardous Waste (Matrix Aqueous) 133.020 002 Diesel Range Organics (DRO) EPA 8015 C
133.110 001 Aldrin EPA 8081 B
133.110 002 alpha-BHC EPA 8081 B
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 14 of 16 729
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
133.110 003 beta-BHC EPA 8081 B
133.110 004 delta-BHC EPA 8081 B
133.110 005 gamma-BHC (Lindane) EPA 8081 B
133.110 006 Chlordane EPA 8081 B
133.110 008 4,4'-DDD EPA 8081 B
133.110 009 4,4'-DDE EPA 8081 B
133.110 010 4,4'-DDT EPA 8081 B
133.110 011 Dieldrin EPA 8081 B
133.110 012 Endosulfan I EPA 8081 B
133.110 013 Endosulfan II EPA 8081 B
133.110 014 Endosulfan Sulfate EPA 8081 B
133.110 015 Endrin EPA 8081 B
133.110 016 Endrin Aldehyde EPA 8081 B
133.110 017 Endrin Ketone EPA 8081 B
133.110 018 Heptachlor EPA 8081 B
133.110 019 Heptachlor Epoxide EPA 8081 B
133.110 020 Methoxychlor EPA 8081 B
133.110 021 Toxaphene EPA 8081 B
133.240 001 Acenaphthene EPA 8270 E
133.240 002 Acenaphthylene EPA 8270 E
133.240 004 Anthracene EPA 8270 E
133.240 005 Benzidine EPA 8270 E
133.240 007 Benzo(a)anthracene EPA 8270 E
133.240 008 Benzo(b)fluoranthene EPA 8270 E
133.240 009 Benzo(k)fluoranthene EPA 8270 E
133.240 010 Benzo(g,h,i)perylene EPA 8270 E
133.240 011 Benzo(a)pyrene EPA 8270 E
133.240 012 Benzyl Alcohol EPA 8270 E
133.240 013 Bis(2-chloroethoxy) Methane EPA 8270 E
133.240 014 Bis(2-chloroethyl) Ether EPA 8270 E
133.240 015 Bis(2-ethylhexyl)phthalate (Di(2-ethylhexyl) phthalate) EPA 8270 E 133.240 016 Butyl Benzyl Phthalate EPA 8270 E
133.240 017 Chrysene EPA 8270 E
133.240 018 Dibenz(a,h)anthracene EPA 8270 E
133.240 019 Dibenzofuran EPA 8270 E
133.240 020 Di-n-butyl Phthalate EPA 8270 E
133.240 021 Diethyl Phthalate EPA 8270 E
133.240 022 Dimethyl Phthalate EPA 8270 E
133.240 023 Di-n-octyl Phthalate EPA 8270 E
133.240 025 Fluorene EPA 8270 E
133.240 026 Naphthalene EPA 8270 E
133.240 027 Nitrobenzene EPA 8270 E
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 15 of 16 730
Certificate Number: 3110
Expiration Date:10/31/2026
Sierra Analytical Labs, Inc.
133.240 031 1,2-Dichlorobenzene EPA 8270 E
133.240 032 1,3-Dichlorobenzene EPA 8270 E
133.240 033 1,4-Dichlorobenzene EPA 8270 E
133.240 034 2-Chloronaphthalene EPA 8270 E
133.240 035 2-Chlorophenol EPA 8270 E
133.240 036 2,4-Dichlorophenol EPA 8270 E
133.240 037 2,4-Dimethylphenol EPA 8270 E
133.240 039 2,4-Dinitrotoluene EPA 8270 E
133.240 041 2,6-Dinitrotoluene EPA 8270 E
133.240 042 2-Nitroaniline EPA 8270 E
133.240 043 2-Nitrophenol EPA 8270 E
133.240 044 3-Nitroaniline EPA 8270 E
133.240 045 3,3'-Dichlorobenzidine EPA 8270 E
133.240 046 4-Chloroaniline EPA 8270 E
133.240 047 4-Chloro-3-methylphenol EPA 8270 E
133.240 048 4-Bromophenyl Phenyl Ether EPA 8270 E
133.240 049 4-Chlorophenyl Phenyl Ether EPA 8270 E
133.240 050 4-Nitroaniline EPA 8270 E
133.240 089 N-nitrosodiphenylamine EPA 8270 E
133.240 090 N-nitroso-di-n-propylamine (NDPA) EPA 8270 E 133.240 092 Isophorone EPA 8270 E
133.240 093 2-Methylnaphthalene EPA 8270 E
133.240 094 Phenanthrene EPA 8270 E
As of 3/3/2025 , this list supersedes all previous lists for this certificate number.

Customers: Please verify the current accreditation standing with the State. Page 16 of 16 731
4936-1162-1678 v2 1
55452.01100\31193624.5

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 2025, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio, San Clemente, California, 92673 ("City") and SIERRA ANALYTICAL LABS, INC., A CALIFORNIA CORPORATION with its principal place of business at 26052 MERIT CIRCLE, SUITE 104, LAGUNA HILLS, CA 92653 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional WATER & WASTEWATER WATER QUALITY ANALYSIS LABORATORY consulting services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing professional WATER & WASTEWATER WATER QUALITY ANALYSIS LABORATORY consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional WATER & WASTEWATER WATER QUALITY ANALYSIS LABORATORY consulting services for the WATER & WASTEWATER WATER QUALITY ANALYSIS LABORATORY SERVICES – ROUTINE AND ON-CALL SERVICES project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from JULY 1, 2025 to JUNE 30, 2028, or completed to the City’s satisfaction, unless earlier terminated as provided herein.

The City Manager or his or her designee shall have the unilateral option, at his/her sole discretion, to renew this Agreement automatically for no more than TWO additional one-year terms provided that the renewal falls within the City Council approved budget, otherwise the renewal shall require approval of the City Council. Consultant shall complete the Services within the term of this Attachment 3
732
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55452.01100\31193624.5
Agreement, and shall meet any other established schedules and deadlines.

3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

3.2.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.7 City's Representative. The City hereby designates DUSTIN BURNSIDE, UTILITIES MANAGER, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.8 Consultant's Representative. Consultant hereby designates CHRIS FORSYTH, CHIEF OPERATING OFFICER, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.10 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, 734
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and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed FOUR HUNDRED EIGHTEEN THOUSAND NINE HUNDRED AND TWENTY THREE DOLLARS ($418,923.00) without prior written approval of the City Council or City Manager as applicable. Extra Work may be previously authorized in writing, as described below, and if so authorized, will be compensated at the rates and manner set forth in this Agreement. 735
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless previously authorized in writing by City, or included in Exhibit "D" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from the City.

3.3.6 Labor Code Requirements.

3.4 Accounting Records.

3.5 General Provisions.

3.5.1 Termination of Agreement.

Consultant: SIERRA ANALYTICAL LABS, INC.
26052 MERIT CIRCLE, SUITE 104
LAGUNA HILLS, CA 92653
ATTN: CHRIS FORSYTH, CHIEF OPERATING OFFICER
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and
JULIE SCHMIDT, SR. MANAGEMENT ANALYST
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
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3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, 738
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the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

3.5.6 Indemnification.

3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be 739
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construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and 740
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authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: _________________________
____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization

SIERRA ANALYTICAL LABS, INC., a
CALIFORNIA corporation
(“CONSULTANT”)
By:_____________________________
Catherine S Forsyth,
Chief Executive Officer
Dated: _________________________
By:_____________________________
Rebekah J Arnitz,
Chief Financial Officer, Secretary
Dated: _________________________
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EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall perform the following services for the City (collectively, the “Services”) to the City’s satisfaction and according to the attached Proposal:

Consultant shall provide a complete laboratory service including sample pickup from the City of San Clemente Utilities Division at 380 Avenida Pico, San Clemente, California. On-site sampling shall be performed by Consultant when requested by City staff, along with on-call laboratory services as-needed. Laboratory services will be available around the clock, as-needed and coordinated with both City of San Clemente Staff and Consultant.

Consultant shall maintain a streamlined service from collection/delivery to final reporting in the most efficient timeline. This includes providing carbon copies of all chains of custodies to verify samples obtained, daily report sheets, maintaining monthly log sheets in the laboratory, meeting all calendar sampling events, and reporting all results by email and formal reports in the timeframe required to meet regulatory requirements and the City’s deadlines. Consultant shall provide all reports as needed in the requested format and formal fashion. Reports shall be delivered electronically, and any required uploading of data will be performed (i.e.: CLIP, EDT, etc.) as requested by the City.

Consultant shall also assist the City to manage the requirements of the NPDES and RWW Permits, and ensure sampling and testing are completed on the dates designated. All permit limits will be monitored with immediate notification of any violation/exceedance of limits. The testing includes routine testing, weekly, monthly, quarterly, semi-annually, annually, triennially, and asneeded, on call testing.

Consultant shall utilize the methods outlined in "Standard Methods for the Examination of Water and Wastewater", both the 22nd and 23rd Editions, along with approved EPA Methods for water, wastewater, groundwater, and solids. All methods are approved and comply with Title 22, 503 and State and Federal requirements.

Consultant shall provide monthly invoices summarizing the regular, ongoing testing that was performed for various City programs to include one separate monthly invoice for each of the following (for a total of three, monthly invoices):
• Water Reclamation Plant Treatment Water Quality Analysis • Potable Water Quality Analysis
• Reclaimed Water Quality Analysis
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EXHIBIT "B"

SCHEDULE OF SERVICES
Consultant shall diligently perform the Services to the City’s satisfaction according to the timeframe(s) requested by the City within the term of the Agreement and shall meet all established schedules and deadlines.
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EXHIBIT “C”

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. (E) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, 745
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business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

3.2.12.6 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other 746
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insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

3.2.12.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
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EXHIBIT “D”

COMPENSATION
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant for actual work performed at the rates shown below. Total compensation shall not exceed $418,923 over the initial three-year term of the Agreement.

There are no reimbursable expenses under this Agreement except as provided expressly below.

Sample Pickup
Sample pick-ups, or collections, during regular business hours will be $30.00. Any weekend or after-hours pick-up will be $80.00, and any holidays will be $150.00. Emergency on-call sampling or pick-up will be subject to double the above-mentioned fees.

Fee Schedule

ANALYTE/GROUP COST
EPA 524 THMs 50.00
EPA 524 VOC 120.00
EPA 552.2 100.00
EPA 608 100.00
EPA 624 100.00
EPA 625 145.00
Adj R Na 10.00
EPA 200.7 Per Metal 20.00
EPA 200.8 Per Metal 30.00
EPA 6010 T-22 Group 150.00
EPA 6010 STLC 200.00
EPA 6010 TCLP 200.00
BOD 75.00
cBOD 75.00
EPA 300.0 or SM4500Cl Chloride 24.00
Chlorine Field Test 20.00
Color 15.00
Conductivity 10.00
Cr VI 75.00
Cyanide 90.00
SM 5310 DIC 25.00
E Coli SM 9223B 25.00
EPA 300.0 or SM 4500F Fluoride 25.00
HEM (Oil and Gfrease) EPA 1664B 70.00
Hg EPA 245.1 50.00
HPC 20.00
MBAS 90.00
Na Percent 25.00
EPA 300.0 NO2 Nitrite 30.00
EPA 300.0/HACH 10206 20.00
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ANALYTE/GROUP COST
Odor 15.00
pH 10.00
Ortho Phosphate 25.00
Phosphate-Total 25.00
Solids-Dry Wieght 20.00
Sulfate 25.00
TDS (Total Dissolved Solids 25.00
TOC 90.00
Total Coliform 25.00
Total Solids 20.00
TSS 25.00
Turbidity 20.00
VSS 25.00
Perchlorate 100.00
Dioxin 900.00
Tributylin 300.00

DRINKING WATER SOC'S
(Usually 1 sample every 3-5 years)
EPA 504 150.00
EPA 505 225.00
EPA 515 300.00
EPA 525 300.00
EPA 527 150.00
EPA 531 195.00
EPA 537 650.00
Gross Alpha 105.00
Gross Beta 105.00
Radium 226 310.00
Uranium 120.00
Diquat 150.00
Endothall 150.00
Glyphosate 160.00
Thiobencarb 150.00
1,2,3-TCP Low Level 190.00

CHARGES FOR SAMPLE PICKUP FROM CITY OF SAN CLEMENTE OFFICES Type of Pickup Price
Routine, during regular business hours 30.00
Weekend 80.00
Holiday 150.00
Emergency Double the prices referenced above
750
WORKER’S COMPENSATION INSURANCE CERTIFICATION
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WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS

UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION

TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.

Dated: _______________________________
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
751
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11M.

Submitted By: Public Works
Prepared By: Masako Hennequin, Associate Civil Engineer Subject:
..titl e

CONSIDERATION OF A RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO AMERICAN ASPHALT SOUTH, INC. FOR FY 2026 ARTERIAL STREET IMPROVEMENT PROGRAM, CIP PROJECT NO. 16317, IN AN AMOUNT NOT TO EXCEED $714,938,

AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONSTRUCTION CONTRACT AND

FINDING THE PROJECT CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL ..body QUALITY ACT
Fiscal Impact:

The estimated total construction cost of $749,938 is within the approved budget of $750,000 from the General Fund, Account No. 012-861-45300-000-16317, Arterial Street Improvement Program.

Summary:

Before the City Council is the award of a construction contract to American Asphalt South, Inc., in an amount not to exceed $714,938, for the FY 2026 Arterial Street Improvement Program.

Background:

The FY 2026 Arterial Street Improvement Program project includes micro surfacing, crack filling, and restriping on Camino De Los Mares and South El Camino Real and seven intersections as shown below Location Map.

Location Map Existing Street
752
Meeting Date: June 17, 2025 Agenda Item: 11M.

CITY OF SAN CLEMENTE 2
On May 8, 2025, staff contacted local contractors, published a notice inviting bids for this project in the SC Times, and published a bid solicitation on PlanetBids. Bids were opened on May 22, 2025, and the results are presented in the table below. Bids ranged from $714,937.25 to $860,204.14. There were no bidders from businesses based in San Clemente.

The lowest responsive and responsible bidder is American Asphalt South, Inc., of Santa Fe Springs, California, with a total bid amount of $714.937.25.

Table 1. Bid Summary
Company Name Company Location Amount
American Asphalt South, Inc. Riverside, CA $714,937.25
Roy Allan Slurry Seal, Inc. Santa Fe Springs, CA $735,132.49 Pavement Coatings Co. Jurupa Valley, CA $777,235.58
All American Asphalt Corona, CA $860,204.14
Based on the lowest bid, the total estimated project construction cost is $749,938, as summarized below in Table 2:

Table 2. Cost Summary
Construction Management and Inspection $ 35,000
Construction $ 714,938
Total Estimated Construction Cost $ 749,938
As required by state law and City policy, American Asphalt South, Inc. will be required to provide performance and payment bonds simultaneously with the execution of the construction contract (Attachment 2). Project plans and specifications are on file in the City Clerk’s office.

Council Options:
 Adopt Resolution No. 25-96 (Attachment 1), awarding the FY 2026 Arterial Street Improvement Program contract to American Asphalt South, Inc., authorizing the City Manager to execute a construction contract an amount not to exceed $714,938, and finding the project categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines.  Modify and adopt Resolution No. 25-96.
 Continue the item and direct staff to provide additional information.  Do not award the contract or construct the street maintenance.

Environmental Review/Analysis:

This project is exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines because it consists of repairs to existing City facilities, involves negligible or no expansion of existing or former use, and has no possibility of a direct or reasonably foreseeable indirect effect on the environment. 753
Meeting Date: June 17, 2025 Agenda Item: 11M.

CITY OF SAN CLEMENTE 3
Recommended Actions:
..recommendation
Staff recommends that the City Council adopt Resolution No. 25-96, which will:
..recommendation

1. Find the FY 2026 Arterial Street Improvement Program, CIP Project No. 16317, categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines;

2. Award the FY 2026 Arterial Street Improvement Program, CIP Project No. 16317, contract to American Asphalt South, Inc.; and

3. Authorize the City Manager to execute a contract with American Asphalt South, Inc., in an amount not to exceed $714,938, in a form substantially similar to Contract No. 25-37 (Attachment 3), for the FY 2026 Arterial Street Improvement Program, CIP Project No. 16317. ..end
Attachment:

1. Resolution No. 25-96

2. Contract No. C25-37 (without attachments)
Notification:

All bidders.
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Attachment 1
RESOLUTION NO. 25-96

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AWARDING A

CONSTRUCTION CONTRACT TO AMERICAN ASPHALT
SOUTH, INC., TO PERFORM FY 2026 ARTERIAL STREET
IMPROVEMENT PROGRAM, CIP PROJECT NO. 16317, IN
AN AMOUNT NOT TO EXCEED $714,938, AUTHORIZING

THE CITY MANAGER TO EXECUTE THE CONTRACT AND

FINDING THE PROJECT CATEGORICALLY EXEMPT

FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
(CEQA) UNDER CLASS 1 (EXISTING FACILITIES, 14 CCR
SECTION 15301) OF THE STATE CEQA GUIDELINES
WHEREAS, the City conducted formal competitive bidding for the FY 2026 Arterial Street Improvement Program, CIP Project No. 16317 (Project); and WHEREAS, on May 22, 2025, the City received four (4) responsive bids ranging from $714,937.25 to $860,204.14 for the Project; and
WHEREAS, American Asphalt South, Inc. was the lowest responsive and responsible bidder with a bid of $714,937.25.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and fully incorporated herein.

SECTION 2. That based upon substantial evidence in the record as a whole, the Project is categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR section 15301) of the State CEQA Guidelines because it consists of repairs to existing City facilities, involves negligible or no expansion of existing or former use and there is no possibility of a direct or reasonably foreseeable indirect effect on the environment.

SECTION 3. That the Construction Contract Agreement for the FY 2026 Arterial Street Improvement Program, CIP Project No. 16317, is hereby awarded to American Asphalt South, Inc.

SECTION 4. That the City Manager is authorized and directed to execute a construction contract for the FY 2026 Arterial Street Improvement Program, CIP Project No. 16317 with American Asphalt South, Inc. in an amount not to exceed $714,938, in a form substantially similar to that presented to City Council on June 17, 2025.

SECTION 5. That the City Manager is authorized and directed to take such other and further actions as are necessary and proper to accomplish the purposes of this resolution and complete the project.
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Resolution No. 25-96 Page 2
SECTION 6. 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 _____ day of June, 2025.

ATTEST:
___________________________ __________________________
City Clerk of the City of Steve Knoblock, Mayor of the
San Clemente, California City of San Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-96 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of June, 2025, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of ___________, _______. __________________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
____________________________
Elizabeth A. Mitchell, City Attorney
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Attachment 2
SECTION 00500

CONTRACT
THIS CONSTRUCTION CONTRACT FY 2026 ARTERIAL STREET IMPROVEMENT PROGRAM, CIP PROJECT NO. 16317 is made this _____ day of _________, 2025, in the County of Orange, State of California, by and between the City of San Clemente, a municipal corporation (“City”), and American Asphalt South, Inc., a California corporation with its principal place of business at 2990 Myers Street, Riverside, California 92503 (“Contractor”). City and the Contractor for the considerations stated herein agree as follows:

ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all Work within the time stipulated the contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following Project:

FY 2026 Arterial Street Improvement Program, Project No. 16317 The Contractor and its surety shall be liable to City for any damages arising as a result of the Contractor’s failure to comply with this obligation.

ARTICLE 2. TIME FOR COMPLETION. The Work shall be commenced on the date stated in City’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within 45 working days from the commencement date stated in the Notice to Proceed.

By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work.

ARTICLE 3. CONTRACT PRICE. City shall pay to the Contractor as full compensation for the performance of the Contract and the Work, which includes everything that is reasonably foreseeable related thereto, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of Seven Hundred Fourteen Thousand Nine Hundred Thirty-Seven Dollars and Twenty-Five Cents ($714,937.25). Payment shall be made as set forth in the General Conditions.

At any time during the term of the Contract, City may, pursuant to the terms and provisions of the Contract Documents, request that the Contractor perform additional work. Contractor shall not perform, nor be compensated for, additional work without written authorization from the City pursuant to the terms and provisions of the Contract Documents and applicable City ordinances and policies.

ARTICLE 4. LIQUIDATED DAMAGES/EARLY COMPLETION INCENTIVE. In accordance with Government Code section 53069.85, it is agreed that the Contractor will pay City the sum of $1,000 for each and every calendar day of delay beyond the time prescribed in the Contract Documents for finishing the Work, as Liquidated Damages and not as a penalty or forfeiture. In the event that Liquidated Damages are not paid, the Contractor agrees City may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents.

ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include the following:

Notice Inviting Bids
757
Instructions to Bidders
Bid Form
Contractor’s Certificate Regarding Workers’ Compensation Bid Bond
Non-Collusion Declaration Form
Contractor Information and Experience Form
List of Subcontractors Form
Iran Contracting Act Certification
Public Works Contractor Registration Certification
Contract
Performance Bond
Payment Bond
General Conditions
Special Conditions
Technical Specifications
Addenda
Plans and Drawings
Approved and fully executed change orders
Any other documents contained in or incorporated into the Contract The Contactor shall complete the Work in strict accordance with all of the Contract Documents.

All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties.

ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Project.

ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification as set forth in the General Conditions.

ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay the prevailing rate of wages in accordance with the Labor Code which such rates shall be made available at CITY CLERK, CITY OF SAN CLEMENTE or may be obtained online at http//www.dir.ca.gov/dlsr. and which must be posted at the job site.
[SIGNATURES ON FOLLOWING PAGE]
758
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 20____
_____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization
American Asphalt South, Inc., a
California corporation
(“CONTRACTOR”)
By:_____________________________
Jeff Petty, Chief Financial Officer
Dated: __________________, 20____
By:_____________________________
Robert Sylvester, Secretary
Dated: __________________, 20____

END OF CONTRACT
759
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11N.

Submitted By: Finance and Administrative Services
Prepared By: Brian Brower, Chief Administrative Officer Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 25-97 AWARDING BID IT-25-01 FOR THE

PURCHASE OF ARCTICWOLF SECURITY SOFTWARE AND SERVICES TO SAVANT SOLUTIONS, INC. AND AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT IN AN AMOUNT NOT TO EXCEED $65,640.50 FOR A ONE ..body-YEAR TERM Fiscal Impact:

The total amount of the purchase for one year of ongoing service, maintenance and support is not to exceed $65,640.50. This amount is within the FY 2025-26 Adopted Budget in the Information Technology Fund Account No. 063-241-43456-000-00000.

Summary:

The City currently engages professional managed security services from ArcticWolf Networks, Inc. to ensure the City’s network and cyber defense mechanisms are actively monitored for attacks or malicious activity, and critical IT assets are protected from such activities. The current agreement expires July 1, 2025.

Before the City Council is consideration of Resolution No. 25-97, awarding Bid IT-25-01 to Savant Solutions for the purchase of ArcticWolf services in an amount not to exceed $65,640.50, which continues the ongoing Arctic Wolf Networks Managed Detection and Response and Managed Risk security solutions. ArcticWolf is available from a variety of vendors, none of whom are based in San Clemente. Following a competitive bidding process, Savant Solutions, Inc. (with a principal place of business in Sacramento, California) was the sole responsive and responsible bidder.

Background:

For nearly five years, the City has leveraged the Arctic Wolf Networks Managed Detection and Response and Managed Risk Services to assist the IT Division in securing the City’s network and other IT resources. The Managed Security Services Provider (MSSP) delivers several critical services including network monitoring, log aggregation and analysis, incident and event management, intrusion detection and prevention, and vulnerability scanning. The service includes 24x7x365 real-time monitoring of perimeter firewalls, network equipment, critical servers, and email system, providing event correlation and log analysis along with incident detection, response, and risk mitigation capabilities. These services ensure that the City’s network and cyber defense mechanisms are actively monitored for attacks or malicious activity, and critical IT assets are protected from such activities.
760
Meeting Date: June 17, 2025 Agenda Item: 11N.

CITY OF SAN CLEMENTE 2
The solution incorporates a complete, managed Security Information and Event Management (SIEM) service, ongoing operation and support, and all related equipment and software. The solution aggregates and analyzes security information by ingesting both real-time data and stored logs for the purpose of incident identification and response, and includes continuous monitoring of City network security equipment and real-time analysis and alerts, focusing on actionable events for customer notification and remediation.

On June 4, 2025, the City published a ‘Notice Inviting Bids’ for renewal of the ArcticWolf services for a one-year period. One responsive bid was received and opened on June 9, 2025. No bids were received from local vendors. Savant Solutions, Inc. provided the sole responsive and responsible bid, in the amount of $65,640.50.

Council Options:
 Adopt Resolution No. 25-97, awarding Bid IT-25-01 for the ArcticWolf Security Software and Services to Savant Solutions, Inc. and authorizing the City Manager to execute an agreement for the purchase in an amount not to exceed $65,640.50 for a one-year term.  Modify and adopt Resolution No. 25-97.
 Continue the item with direction to provide additional information.  Do not award the contract or implement the proposed cyber-security system.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act (CEQA).

Recommended Actions:

Staff Recommendation
..recommendation
Adopt Resolution No. 25-97, which would:

1. Award Bid IT-25-01 to Savant Solutions, Inc.;

2. Authorize the City Manager to execute an agreement for the purchase of the ArcticWolf Security Solution with Savant Solutions, Inc. under substantially the same terms and conditions of State of California Contract SLP-23-70-0276O in an amount not to exceed $65,640.50, which includes all services, equipment and software, training, maintenance, and support; and

3. Authorize City staff to accept the ArcticWolf Solutions Agreement and other related service agreements with ArcticWolf.
..end
Attachment:

1. Resolution No. 25-97

2. State of California Contract SLP-23-70-0276O

3. ArcticWolf Solutions Agreement
761
Meeting Date: June 17, 2025 Agenda Item: 11N.

CITY OF SAN CLEMENTE 3
Notification:

Savant Solutions, Inc.
762
Attachment 1
4860-5047-5367 v1
RESOLUTION NO. 25-97

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN CLEMENTE, CALIFORNIA, AWARDING BID IT-25-01

FOR THE PURCHASE OF THE ARCTICWOLF SYSTEM
TO SAVANT SOLUTIONS, INC. AND AUTHORIZING THE

CITY MANAGER TO ENTER INTO AN AGREEMENT IN AN
AMOUNT NOT TO EXCEED $65,640.50 FOR A ONE-YEAR
TERM
WHEREAS, the City wishes to protect the City’s data and technology assets in the event of cyberattack and utilizing the Arctic Wolf Networks Managed Detection and Response and Managed Risk Services (ArcticWolf) is the best way to do that; and WHEREAS, the City has conducted competitive bidding for the purchase of ArcticWolf; and
WHEREAS, on June 9, 2023, the City received a single bid in the amount of $65,640.50 for ArcticWolf; and
WHEREAS, Savant Solutions, Inc. was the lowest responsive and responsible bidder with a bid of $65,640.50.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and fully incorporated herein.

SECTION 2. That Bid IT-25-01 for the purchase of the ArcticWolf System is hereby awarded to Savant Solutions, Inc.

SECTION 3. That the City Manager is hereby authorized and directed to execute an agreement to purchase the ArcticWolf System from Savant Solutions, Inc. under terms and conditions substantially similar to State of California Contract SLP-23-70- 0276O in an amount not to exceed $65,640.50, which includes the service, equipment, software maintenance and support, over a one-year term.

SECTION 4. That City staff is hereby authorized to accept the ArcticWolf Solutions Agreement as presented to City Council on June 17, 2025, and other license or service agreements as necessary to fulfill the intent of this resolution and implement the ArticWolf System.

SECTION 5. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions. 763
Resolution No. 25-97 Page 2
4860-5047-5367 v1
PASSED AND ADOPTED this _____ day of June, 2025.
__________________________
Steve Knoblock, Mayor of the
City of San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of
San Clemente, California
764
Resolution No. 25-97 Page 3
4860-5047-5367 v1

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 25-97 was adopted at a regular meeting of the City Council of the City of San Clemente held on _______ day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of ________________, ________. _______________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
765
Procurement Division
707 Third Street, 2nd Floor, MS #2-202
West Sacramento, CA 95605-2811
Procurement Division | State of California | California Government Operations Agency 707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 State of California

SOFTWARE LICENSING PROGRAM (SLP) AGREEMENT
Contractor:

Contract Number:

SLP Contract Term:

Contract Base:

Savant Solutions, Inc.

SLP-23-70-0276O
12/21/2023 through 01/12/2026
Arctic Wolf Networks, Inc. Offer Number ArcticWolf-SLP-2023 This contract is available for use by State of California departments and any city, county, special district, educational agency, local government body or corporation empowered to expend public funds. While the state makes this contract available, each local agency should make its own determination whether the SLP is consistent with their procurement policies and regulations.

The SLP Contractor is required to provide all SLP contract terms and conditions with the list of products, services and prices.

Terms and conditions listed below are hereby incorporated by reference and made a part of this SLP Agreement as if attached herein and shall apply to the purchase of goods or services made under this Participating Agreement. Contractor non-compliance with the requirements of this contract may result in contract termination.

By signing below, Contractor agrees to the General Provisions dated June 21, 2022, SaaS Cloud Computing Services Special Provisions dated March 15, 2018 and all other provisions included herein.
1) General Provisions – Information Technology (GSPD-401IT) effective 6/21/22 2) Cloud Computing Services Special Provisions (Software as a Service) effective 3/15/2018
3) General Provisions – Information Technology Cloud Computing Software as a Service (SaaS) effective 6/21/22
For State of CA:

Original Signature on File
Stephanne Lim
Manager
Multiple Award Programs Section
Procurement Division
Department of General Services
01/26/2024
Date
For Contractor:

Original Signature on File
Signature
Printed Title
Printed Name
Company Name
Date
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SOFTWARE LICENSING PROGRAM (SLP)
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SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 2

CONTRACTOR PROVIDES COPY OF

THE CONTRACT AND SUPPLEMENTS
The SLP Contractors are required to
provide the entire contract that consists of
the following:

SLP Cover sheet with signatures from
the DGS Procurement Division Deputy
Director or designee and Contractor.

Ordering instructions.

Std. 204 Payee Data Record.

SLP Contract terms and conditions
(General provisions).

Software License Agreement pricing.

Supplements, if applicable

CONTRACTOR QUARTERLY REPORTS
SLP Contractors are required to submit
a detailed SLP Business Activity Report
on a quarterly basis to the SLP Unit.

This report shall be e-mailed to the SLP
Unit general e-mail:

[email protected]
Alternatively, this report can be mailed to:

Department of General Services
Procurement Division – SLP Unit
Attention: Quarterly Report Processing
707 Third Street, MS #2-202
West Sacramento, CA 95605
Reports that include paper checks for
quarterly incentive fees must be mailed
and shall not be e-mailed.

For the full instructions on completing and
submitting SLP Quarterly Business Activity
Reports, reference “ATTACHMENT A” of
this agreement.

Important things to remember regarding
SLP Quarterly Business Activity Reports:

A report is required for each SLP, each
quarter, even when no new purchase
orders are received in the quarter.

A separate report is required for each
SLP agreement.

Each purchase order must be
reported only once in the quarter
identified by the purchase order
date, regardless of when the
services were performed, the
products were delivered, the invoice
was sent, or the payment was
received.

Purchase orders from State and local
government agencies must be
separated on the report, as shown in
the instructions.

Any report that does not follow the
required format or excludes required
information will be deemed incomplete
and returned to the SLP contractor for
corrections.

Taxes and freight must not be included
in the report.

New SLP agreements, renewals, and
amendments will be approved only if
the SLP contractor has submitted all
required quarterly reports and incentive
fees.

A quarterly report is required even
when there is no activity.

SLP Quarterly Business Activity Reports
are due in the SLP Unit within two weeks
after the end of each quarter as shown
below:

Quarter 1 Jan 1 to Mar 31 Due Apr 15
Quarter 2 Apr 1 to Jun 30 Due Jul 15
Quarter 3 Jul 1 to Sep 30 Due Oct 15
Quarter 4 Oct 1 to Dec 31 Due Jan 15

CONTRACTOR QUARTERLY

INCENTIVE FEES
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SOFTWARE LICENSING PROGRAM (SLP)
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BUILDING GREEN • BUYING GREEN • WORKING GREEN 3
All SLP contractors, including certified
Small Businesses and Disabled Veteran
Business Enterprises, will be required to
pay incentive fees for all orders placed by
local government agencies. See the
current incentive fees in the DGS Price
Book (https://www.dgs.ca.gov/OFS/PriceBook).

A local government agency is any city,
county, district, or other local governmental
body, including the California State
University (CSU) and University of
California (UC) systems, K-12 public
schools and community colleges
empowered to expend public funds.

Local incentive fee payments may be
made with a paper check, electronic check
or credit card.

Contractor may make an electronic check
or credit card payment through the LPA
Payment Portal
(https://www.dgs.ca.gov/PD/Services/Page
-Content/Procurement-Division-ServicesList-Folder/Access-LPA-Payment-Portal).

If payment is made with a paper check, the
check shall be made payable to the
Department of General Services, SLP Unit,
and must be mailed to the SLP Unit along
with the applicable Quarterly Report. See the provision in this SLP entitled “Contractor Quarterly Report Process” for
information on when and where to send
these checks and reports.

CONTRACTOR INVOICES
Unless otherwise stipulated, the contractor
must send their invoices to the department
address set forth in the purchase order.

Invoices shall be submitted in triplicate and
shall include the following:

Contract number
Agency purchase order number
State Agency Bill Code
Line item number
Unit price
Extended line item price
Invoice total
State sales tax and/or use tax shall be
itemized separately and added to each
invoice as applicable. The company name
on the SLP contract, purchase order and
invoice must match or the State
Controller’s Office will not approve
payment.

CONTRACTOR OWNERSHIP

INFORMATION
Savant Solutions, Inc. is a certified small
business enterprise. Their Office of Small
Business and DVBE Services (OSDS)
certification number is #2002783.

The current expiration date for this
company’s certification should be verified
at: CaleProcure
(https://caleprocure.ca.gov/
pages/index.aspx) or by contacting the
Office of Small Business and DVBE
Services at (916) 375-4940. Note that
some companies have been assigned a
new certification number, so use the
company name and/or certification number
when checking status on-line.

EXECUTIVE ORDER N-6-22 – RUSSIA

SANCTIONS
On March 4, 2022, Governor Gavin
Newsom issued Executive Order N-6-22
(the EO) regarding Economic Sanctions
against Russia and Russian entities and
individuals. “Economic Sanctions” refers to
sanctions imposed by the U.S. government
in response to Russia’s actions in Ukraine,
as well as any sanctions imposed under
state law. The EO directs state agencies to
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SOFTWARE LICENSING PROGRAM (SLP)
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SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 4
terminate contracts with, and to refrain
from entering any new contracts with,
individuals or entities that are determined
to be a target of Economic Sanctions.

Accordingly, should the State determine
Contractor is a target of Economic
Sanctions or is conducting prohibited
transactions with sanctioned individuals or
entities, that shall be grounds for
termination of this agreement. The State
shall provide Contractor advance written
notice of such termination, allowing
Contractor at least thirty (30) calendar days
to provide a written response. Termination
shall be at the sole discretion of the State.

AGENCY NON-COMPLIANCE
Agency non-compliance with the
requirements of this contract may result in
the loss of delegated purchasing authority
to use the SLP.

PLEASE REQUEST A COPY OF ALL

CONTRACT TERMS AND CONDITIONS

FROM THE CONTRACTOR, IF NOT
PROVIDED INITIALLY.

AVAILABLE PRODUCTS AND/OR

SERVICES
This contract may provide for the purchase
and warranty of software, software
maintenance, technical support, training,
installation, software as a service, and
implementation services.

Only products from the manufacturer listed
below are available within the scope of this
contract:

Arctic Wolf Networks, Inc.

UNAVAILABLE PRODUCTS AND/OR

SERVICES
The following products and/or services are
not available under this contract:

STANDALONE HARDWARE

CONSULTING

TELECOMMUNICATION PRODUCTS
CLOUD: IAAS/PAAS
Notice to State Agencies: Software
appliances/hardware products offered
under the Software Publisher’s pricelist are
NOT available under the Software
Licensing Program (SLP) if the same type
of software appliance/hardware products
are currently available under any
mandatory Statewide Contract. State
agencies who want to purchase a software
appliance/hardware product type, other
than what is available through a
mandatory Statewide Contract must submit
an exemption request to the mandatory
Statewide Contract Administrator. For
more information and the required
justification forms regarding the exemption
process, please refer to the following
website:
https://www.dgs.ca.gov/PD/Services/PageContent/Procurement-Division-ServicesList-Folder/Request-an-IT-HardwareContract-Exemption. This restriction does not apply to local governmental agencies.

INSTALLATION SERVICES
Installation Services can only be
purchased when they are in support of
software purchased under this SLP
contract.

Installation Services must not exceed
the total cost of the software.

IMPLEMENTATION SERVICES
Before procuring Implementation Services,
state departments should conduct an
analysis and use their own due diligence to
determine if these services are the most
769

SOFTWARE LICENSING PROGRAM (SLP)
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SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 5
cost effective solution that meets their
business needs and security requirements.

Requirements
State departments must complete a
Statement of Work (SOW) for all
Implementation services.

Job titles/categories are limited to those
identified in the SLP price list.

Hourly rates must not exceed those
identified in the SLP price list.

Implementation services can only be
purchased when they are in support of
software purchased under the SLP.

Time and Material pricing must not
exceed the job Title hourly rate times
the number of hours to complete the job.

NOTE: Implementation Services under
this contract must be paid in arrears.

SOFTWARE MAINTENANCE,

SUBSCRIPTION AND SAAS RENEWALS
Software Maintenance, Subscription and
SaaS renewals shall be fixed at the
agencies prior applicable rates (or lower),
with a 0% uplift (no up-lift) and no
additional increases, fees or charges
added, for the duration of this SLP
contract.

SERVICE CREDITS
Service credits are acceptable only if they
meet the following requirements:

Service credits must be used for
training, certifications, or support
and must never expire even when
this contract term ends.

Unused service credits can be used
for other services such as training,
certification, or support. Example: If
$1,000 is purchased in training
credits but is not fully utilized, the
department may use the remainder
of unused credits for certifications or
support.

ISSUE PURCHASE ORDER TO
Agency purchase orders must be mailed to
the following address, or e-mailed:

Savant Solutions, Inc.
1030 G St.

Sacramento, CA 95814
Attn: Alexandria Hoang
Agencies with questions regarding
products and/or services may contact the
contractor as follows:

Phone: (916) 836-8182
E-mail:

[email protected]

SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination

DELIVERY
30 days after receipt of order, or as
negotiated between agency and Contractor
and included in the purchase order.

AGENCY RESPONSIBILITY
Agencies must contact contractors to
obtain copies of the contracts and compare
them for a best value purchasing decision.

Each agency is responsible for its own
contracting program and purchasing
decisions, including use of the SLP
program and associated outcomes.
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SOFTWARE LICENSING PROGRAM (SLP)
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SLP-23-70-0276O
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This responsibility includes, but is not
necessarily limited to, ensuring the
necessity of the services, securing
appropriate funding, complying with laws
and policies, preparing the purchase order
in a manner that safeguards the State’s
interests, obtaining required approvals, and
documenting compliance with Government
Code 19130.b (3) for outsourcing services.

It is the responsibility of each agency to
consult as applicable with their legal staff
and contracting offices for advice
depending upon the scope or complexity of
the purchase order.

If you do not have legal services available
to you within your agency, the DGS Office
of Legal Services is available to provide
services on a contractual basis.

ORDER REQUIREMENTS AND

MAXIMUM ORDER LIMIT
Unless otherwise determined by an
individual ordering agency purchasing
authority, no SLP order may be
executed by a State agency that
exceeds that agency’s purchasing
authority threshold. State agencies with
approved purchasing authority, along
with their dollar thresholds can be
obtained at the List of State
Departments with Approved Purchasing
Authority.

Agencies must adhere to the detailed
requirements in the State Contracting
Manual (SCM) when using SLP
contracts. The requirements for the
following bullets are in the SCM, Volume
2, (for IT): If soliciting offers from a
certified DVBE, include the Disabled
Veteran Business Enterprise
Declarations form (Std. 843) in the
Request for Offer. This declaration
must be completed and returned by the
DVBE prime contractor and/or any
DVBE subcontractors. (See the SCM
Volume 2, Chapter 1200)
This is not a bid transaction, so the
small business preference, DVBE
participation goals, protest language,
intents to award, evaluation criteria,
advertising, etc., are not applicable.

If less than 3 offers are received, State
agencies must document their file with
the reasons why the other suppliers
solicited did not respond with an offer.

Assess the offers received using best
value methodology, with cost as one of
the criteria.

Issue a Purchase Order to the selected
contractor.

For SLP transactions under $10,000,
only one offer is required if the State
agency can establish and document that
the price is fair and reasonable. The fair
and reasonable method can only be
used for non-customizable purchases.

Local governments set their own order
limits, and are not bound by the order limits
on the cover page of this contract.

SPLITTING ORDERS
Splitting orders to avoid any monetary
limitations is prohibited.

Do not circumvent normal procurement
methods by splitting purchases into a
series of delegated purchase orders (SAM
3572).

Splitting a project into small projects to
avoid either fiscal or procedural controls is
prohibited (SAM 4819.34).

MINIMUM ORDER LIMITATION
There is no minimum dollar value limitation
on orders placed under this contract.

ORDERING PROCEDURES
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SOFTWARE LICENSING PROGRAM (SLP)
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1. Order Form
State departments shall use a
Contract/Delegation Purchase Order
(Std. 65) for purchases and services.

Local governments shall, in lieu of the
State's Purchase Order (Std. 65), use
their own purchase order document.

Electronic copies of the State Standard
Forms can be found at the Office of
State Publishing web site:
http://www.dgs.ca.gov/osp (select
Standard Forms). The site provides
information on the various forms and
use with the Adobe Acrobat Reader.

Beyond the Reader capabilities, Adobe
Acrobat advanced features may be
utilized if you have Adobe Business
Tools or Adobe Acrobat 4.0 installed on
your computer. Direct link to the
Standard Form 65:
(http://www.osp.dgs.ca.gov/pdf/std065.p
df)

2. Purchase Orders
All Ordering Agency purchase order
documents executed under this SLP
must contain the applicable SLP
contract number as show on page 1.

1. State Departments:

Std. 65 Purchase Documents –
State departments not transacting
in FI$Cal must use the Purchasing
Authority Purchase Order (Std. 65)
for purchase execution. An
electronic version of the Std. 65 is
available at the DGS-PD website
at http://www.dgs.ca.gov/
pd/Forms.aspx (select Standard
STD Forms).

FI$Cal Purchase Documents –
State departments transacting in
FI$Cal will follow the FI$Cal
procurement and contracting
procedures.

2. Local Governmental Departments:

Local governmental agencies may
use their own purchase document
for purchase execution.

The agency is required to complete and
distribute the order form. For services,
the agency shall modify the information
contained on the order to include the
service period (start and end date), and
the monthly cost (or other intermittent
cost), and any other information
pertinent to the services being provided.

The cost for each line item should be
included in the order, not just system
totals.

The contractor must immediately reject
orders that are not accurate.

Discrepancies are to be negotiated and
incorporated into the order prior to the
products and services being delivered.

3. Service and Delivery after Contract
Expiration
Purchase orders must be issued before
the SLP contract end term expires.

Also, purchase order amendments
cannot be issued to add product and
software maintenance if the SLP
contract end term has expired.

CONTRACT PRICES
Contract prices for products and/or
services are maximums. The ordering
department is encouraged to negotiate
lower prices.
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PRODUCT AND PRICING CHANGES

AND/OR UPDATES ARE NOT

AUTHORIZED UNTIL REVIEWED AND

APPROVED BY DGS PROCUREMENT

DIVISION SOFTWARE LICENSING
PROGRAM.

Said documents are to be sent to the
Department of General Services (DGS)
Procurement Division, Software Licensing
Program, 707 Third Street, 2nd Floor, West
Sacramento, CA 95605-2811, Attention
SLP Unit.

CONTRACT EXTENSIONS
The initial term of this SLP contract is 3
years and may be extended for an
additional 2-years, however an amendment
must be issued prior to contract end date.

NOTE: Extensions are optional and are
at the discretion of the state.

SMALL BUSINESS MUST BE

CONSIDERED
Prior to placing orders under the SLP, state
departments shall, whenever practicable,
first consider offers from small businesses
that have established SLP contracts [GC
Section 14846(b)]. NOTE: The
Department of General Services auditors
will request substantiation of compliance
with this requirement when department
files are reviewed.

SMALL BUSINESS/DVBE – TRACKING
State departments are able to claim
subcontracting dollars towards their small
business or DVBE goals whenever the
Contractor subcontracts a commercially
useful function to a certified small business
or DVBE. The Contractor will provide the
ordering department with the name of the
small business or DVBE used and the
dollar amount the ordering department can
apply towards its small business or DVBE
goal.

SMALL BUSINESS/DVBE -

SUBCONTRACTING

1. The amount an ordering department
can claim towards achieving its small
business or DVBE goals is the dollar
amount of the subcontract award made
by the Contractor to each small
business or DVBE.

2. The Contractor will provide an ordering
department with the following
information at the time the order is
quoted:
a. The Contractor will state that, as the
prime Contractor, it shall be
responsible for the overall execution
of the fulfillment of the order.
b. The Contractor will indicate to the
ordering department how the order
meets the small business or DVBE
goal, as follows:

List the name of each company
that is certified by the Office of
Small Business and DVBE
Certification that it intends to
subcontract a commercially
useful function to; and
Include the small business or
DVBE certification number of
each company listed, and attach
a copy of each certification; and
Indicate the dollar amount of
each subcontract with a small
business or DVBE that may be
claimed by the ordering
department towards the small
business or DVBE goal; and
Indicate what commercially
useful function the small
business or DVBE subcontractor
773

SOFTWARE LICENSING PROGRAM (SLP)
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will be providing towards
fulfillment of the order.

3. The ordering department’s purchase
order must be addressed to the prime
Contractor, and the purchase order
must reference the information provided
by the prime Contractor as outlined
above.

CERTIFICATION OF PAYMENT
OPTIONS - Military & Vets Code §§999.5
and 999.7(a) (SB588)
In accordance with the State Contracting
Manual, Volume 2, Section 1203.1, State
departments shall require the Contractor to
submit a complete an accurate Prime
Contractor’s Certification – DVBE
Subcontracting Report (STD. 817) upon
acceptance of ordered goods or services for
which the Contractor committed to DVBE
subcontractor participation.

Upon delivery or completion of ordered
goods or services, State departments shall
do the following:

Provide proper withhold notification to
prime contractors.

Withhold $10,000 or the full amount of
the final invoice if less than $10,000
pending receipt of the complete and
accurate STD 817.

Review the STD 817. If it is
determined to be complete and
accurate, authorize payment of the
withhold.

If the STD 817 is late or incomplete,
department must send the prime
contractor a cure notice allowing at
least 15 days, but not more than 30
days, to meet the Certification of
Payments to DVBE Subcontractors
requirements.

If the prime contractor does not
comply by the identified deadline,
permanently deduct the withhold.

Retain all records for a minimum of six years.

PRODUCTIVE USE REQUIREMENTS
The customer in-use requirement applies
to all procurements of information
technology equipment and software, per
the SCM, Volume 2, Chapter 1000, Section
1007.

Each equipment or software component
must be in current operation for a paying
customer and the paying customer must be
external to the contractor’s organization
(not owned by the contractor and not
owning the contractor).

To substantiate compliance with the
Productive Use Requirements, the SLP
contractor must provide upon request the
name and address of a customer
installation and the name and telephone
number of a contact person.

The elapsed time such equipment or
software must have been in operation is
based upon the importance of the
equipment or software for system
operation and its cost. The following
designates product categories and the
required period of time for equipment or
software operation prior to approval of the
replacement item on SLP.

Category 1 - Critical Software: Critical
software is software that is required to
control the overall operation of a computer
system or peripheral equipment. Included
in this category are operating systems,
data base management systems, language
interpreters, assemblers and compilers,
communications software, and other
essential system software.
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SOFTWARE LICENSING PROGRAM (SLP)
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SLP-23-70-0276O
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Cost Installation
Final Bid
Submission
More than
$100,000 8 months 6 months
$10,000 up to
$100,000 4 months 3 months
Less than
$10,000 1 month 1 month
Category 2 - All Information Technology
Equipment and Non-Critical Software:

Information technology equipment is
defined in State Administrative Manual
(SAM) § 4819.2.

Cost Installation
Final Bid
Submission
More than
$100,000 6 months 4 months
$10,000 up
to $100,000 4 months 3 months
Less than
$10,000 1 month 1 month

STATE AND LOCAL GOVERNMENTS

CAN USE THE SLP
State and local government use of the SLP
contracts is optional. A local government
is any city, county, special district or other
local governmental body or corporation,
including UC, K-12 schools and community
colleges,
that is empowered to expend public funds.

While the state makes this contract
available, each local government agency
should make its own
determination whether the SLP is
consistent with their procurement policies
and regulations.

APPLICABLE CODES, POLICIES AND

GUIDELINES
All California codes, policies and guidelines
are applicable. THE USE OF THE SLP

DOES NOT REDUCE OR RELIEVE

STATE DEPARTMENTS OF THEIR

RESPONSIBILITY TO MEET STATEWIDE

REQUIREMENTS REGARDING

CONTRACTING OR THE

PROCUREMENT OF GOODS OR
SERVICES. Most procurement and
contract codes, policies, and guidelines are
incorporated into The SLP contracts.

Notwithstanding this, there is no guarantee
that “every” possible requirement that
pertains to all the different and unique state
processes has been included.

TERMINATION OF SLP CONTRACT

1. The State or Contractor may terminate
this SLP Contract at any time upon 30
days prior notice.

2. Upon termination or other expiration of
this Contract, each party will assist the
other party in orderly termination of the
Contract and the transfer of all assets,
tangible and intangible, as may
facilitate the orderly, nondisrupted
business continuation of each party.

3. This provision shall not relieve the
Contractor of the obligation to perform
under any purchase order or other
similar ordering document executed
prior to the termination becoming
effective.

STATEWIDE PROCUREMENT

REQUIREMENTS
Departments must carefully review and
adhere to the following Procurement
Requirements, such as:

SAM Section 4819.41 and 4832
certifications for information technology
procurements and compliance with
policies.
775

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 11
Services may not be paid for in
advance.

Departments are required to file with the
Department of Fair Employment and
Housing (DFEH) a Contract Award
Report Std. 16 for each order over
$5,000 within 10 days of award,
including supplements that exceed
$5,000.

Pursuant to Unemployment Insurance
Code Section 1088.8, state and local
government agencies must report to the
Employment Development Department
(EDD) all payments for services that
equal $600 or more to independent sole
proprietor contractors. See the
contractor's Std. Form 204, Payee Data
Record, in the SLP contract to
determine sole proprietorship. All
inquiries regarding this subject should
be forwarded to EDD: Technical
questions: 916/651-6945 or Information
and forms: 916/657-0529.

Annual small business and disabled
veteran reports.

ETHNICITY/RACE/GENDER REPORTING

REQUIREMENT
Effective July 1, 2002, in accordance with
Public Contract Code 10116, state
departments are to capture information on
ethnicity, race, and gender of business
owners (not subcontractors) for all
awarded contracts, including CAL-Card
transactions. Each department is required
to independently report this information to
the Governor and the Legislature on an
annual basis.

Departments are responsible for
developing their own guidelines and forms
for collecting and reporting this information,
Contractor participation is voluntary.

PAYMENTS AND INVOICES

1. Payment Terms
Payment will be made in accordance
with the provisions of the California
Prompt Payment Act, Government
Code Section 927 et. seq. Unless
expressly exempted by statute, the
Act requires State agencies to pay
properly submitted, undisputed
invoices not more than 45 days after
(i) the date of acceptance of goods or
performance of services; or (ii) receipt
of an undisputed invoice, whichever is
later.

2. Advance Payments
Advance payment is allowed for
services only under limited, narrowly
defined circumstances, e.g. between
specific departments and certain
types of non-profit organizations, or
when paying another government
agency (Government Code (GC) §
11256 – 11263 and 11019).

It is NOT acceptable to pay in
advance, except software
maintenance and license fees, which
are considered a subscription and
may be paid in advance if a provision
addressing payment in advance is
included in the purchase order.

Software warranty upgrades and
extensions may also be paid for in
advance, one time.

3. Payee Data Record (Std. 204)
State Agencies not transacting in
FI$Cal, must obtain a copy of the
Payee Data Record (Std. 204) in
order to process payments. State
Ordering Agencies forward a copy of
the Std. 204 to their accounting
office(s). Without the Std. 204,
776

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 12
payment may be unnecessarily
delayed. State Agencies should
contact the Contractor for copies of
the Payee Data Record

4. DGS Administrative Fees
Orders from State Agencies:

The Department of General Services
(DGS) will bill each State agency
directly an administrative fee for use
of SLP contracts. The administrative
fee should NOT be included in the
order total, nor remitted before an
invoice is received from DGS.

5. Credit Card
The Contractor accepts the State of
California credit card (CAL-Card).

A Purchasing Authority Purchase
Order (Std. 65) is required even when
the ordering department chooses to
pay the contractor via the CAL-Card.

Also, the DGS administrative fee is
applicable for all SLP orders to
suppliers not California certified as a
small business.

FEDERAL DEBARMENT
When federal funds are being expended,
the department is required to obtain (retain
in file) a signed “Federal Debarment”
certification from the contractor before the
purchase order is issued. This
certification is required by the regulations
implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part
98, Section 98.510, Participants;
responsibilities. The regulations were
published as Part VII of the May 26, 1988
Federal Register (pages 19160-19211).

AMERICANS WITH DISABILITY ACT
(ADA)
(See attachment B)

DGS PROCUREMENT DIVISION

CONTACT AND PHONE NUMBER
Department of General Services
Procurement Division, SLP Unit
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
Phone no.: 916/375-4365
Faxination no.: 916/376-6371
777
Updated 7/2019 ATTACHMENT A SLP QUARTERLY BUSINESS ACTIVITY REPORT Company Name: Software Publisher: Contract Number: For Questions Regarding this Report: E-mail: Reporting Calendar Year: Reporting Quarter: Q1 (January to March) Q2 (April to June) Q3 (July to September) Q4 (October to December) Check Here if No New Orders for This Quarter STATE GOVERNMENT AGENCY PURCHASES State Agency Name Purchase Order Number Purchase Order Date Agency Billing Code Total Dollars Per Purchase Order Agency Contact Agency Address Phone Number Total State Agency Dollars Reported for Quarter: $ LOCAL GOVERNMENT AGENCY PURCHASES Local Government Agency Name Purchase Order Number Purchase Order Date Total Dollars Per Purchase Order Agency Contact Agency Address Phone Number Total Local Government Agency Dollars for Quarter: $ 1.25% Remitted to DGS (does not apply to CA certified Small Businesses): $ Total of State and Local Government Agency Dollars Reported for this Quarter: $ 778

ATTACHMENT A

SLP QUARTERLY BUSINESS ACTIVITY REPORT
Procurement Division | State of California | California Government Operations Agency 707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 Instructions for completing the SLP Quarterly Business Activity Report.

1. Complete the top of the form with the appropriate information for your company.

2. Agency Name - Identify the State agency or Local Government agency that issued the order.

3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency or Local Government agency assigns to the order.

4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order.

5. Agency Billing Code - Identify the State agency billing code. This is a five-digit number identified on the upper right hand corner of the Std. 65 purchase order form.

You must identify this number on all purchases made by State of California agencies.

Billing codes are not applicable to Local Government agencies.

6. Total Dollars Per PO - Identify the total dollars of the order excluding tax and freight.

Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment.

7. Agency Contact - Identify the ordering agency’s contact person on the purchase order.

8. Agency Address - Identify the ordering agency’s address on the purchase order.

9. Phone Number - Identify the phone number for the ordering agency’s contact person.

10. Total State Sales & Total Local Sales - Separately identify the total State dollars and/or Local Government agency dollars (pre-tax) for all orders placed in quarter.

11.1.25% Remitted to DGS - Identify 1.25% of the total Local Government agency dollars reported for the quarter.

12. Grand Total - Identify the total of all State and Local Government agency dollars reported for the quarter.

Notes:

A report is required for each SLP contract each quarter even when there are no new orders for the quarter.

Quarterly reports are due two weeks after the end of the quarter. 779
Updated 2/06/2018 15

ATTACHMENT B

ADA NOTICE
Procurement Division (State Department of General Services)

AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE

POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities.

For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement.

IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS
BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE,
WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT
DOCUMENTS.

The Procurement Division TTY telephone numbers are:

Sacramento Office: (916) 376-1891
Fullerton Office: (714) 773-2093
The California Relay Service Telephone Numbers are:

Voice: 1-800-735-2922 or 1-888-877-5379
TTY: 1-800-735-2929 or 1-888-877-5378
Speech-to-Speech: 1-800-854-7784
780
Procurement Division
707 Third Street, 2nd Floor, MS #2-202
West Sacramento, CA 95605-2811
Procurement Division | State of California | California Government Operations Agency 707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 State of California

SOFTWARE LICENSING PROGRAM (SLP) AGREEMENT
AMENDMENT NO. 1
Contractor:

Contract Number:

SLP Contract Term:

Contract Base:

Savant Solutions, Inc.

SLP-23-70-0276O
12/31/2023 through 12/1/2026
Arctic Wolf Networks, Inc. Offer Number ArcticWolf-SLP-2023 This amendment is to correct the term date from 1/12/2026 to 12/1/2026. All other terms and conditions remain the same.

For State of CA:

Original Signature on File
Stephanne Lim
Manager
Multiple Award Programs Section
Procurement Division
Department of General Services
04/12/2024
Date
For Contractor:

Original Signature on File
Signature
Printed Title
Printed Name
Company Name
Date
781
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 1 of 11

SOLUTIONS AGREEMENT
(online)
This Solutions Agreement (the “Agreement”) is a legal agreement entered into by and between Arctic Wolf Networks, Inc. (“Arctic Wolf”) and the Customer identified on an order form (“Customer”) and governs any order forms, quotes, or other similarly intended ordering document (however named) executed or accepted by Customer (“Order Form”) that reference this Agreement or pertains to purchases of an Arctic Wolf subscription. The Order Form will be issued to Customer by Arctic Wolf or an authorized partner, as applicable (“Authorized Partner”). This Agreement is effective on the date Customer executes the Order Form, accepts the Order Form by submitting a matching purchase order to Arctic Wolf or the Authorized Partner, or otherwise accepts delivery or receives the benefit of the Solutions from Arctic Wolf (the “Effective Date”).

This Agreement permits Customer to purchase subscriptions to the Solutions, as defined below, identified in the Order Form, and sets forth the terms and conditions under which those Solutions will be delivered. The Agreement consists of the terms and conditions set forth below, any attachments or exhibits identified herein and any Order Forms that reference this Agreement. If there is a conflict between the terms below, the Order Form, or the terms set forth in an URL referenced herein pertaining to the Privacy Notice, Solutions Terms, and Acceptable Use Policy (such URL terms, the “URL Terms”), the documents will control in the following order: this Agreement, the Order Form, and the URL Terms. For the avoidance of doubt, any other terms referenced by URL herein (but excluding the URL Terms) shall solely govern the products and services described therein.

BY EXECUTING, WHETHER MANUALLY OR ELECTRONICALLY, AN ORDER FORM, DELIVERING A PURCHASE ORDER OR OTHER

CONFIRMATION TO ARCTIC WOLF OR THE AUTHORIZED PARTNER DOCUMENTING ACCEPTANCE OF AN ORDER FORM, OR OPERATING, DOWNLOADING, INSTALLING, REGISTERING OR OTHERWISE USING THE SOLUTIONS, OR CLICKING AN "I ACCEPT” OR “CONTINUE" BUTTON ASSOCIATED WITH THIS AGREEMENT, CUSTOMER (OR ITS AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY

AND EXPLICITLY ACKNOWLEDGES AND AGREES THAT THIS IS A BINDING AGREEMENT AND CUSTOMER HEREBY AGREES TO THE TERMS OF THIS AGREEMENT AND ACCEPTS THE OFFER TO SUBSCRIBE TO THE SOLUTIONS PURSUANT TO THE TERMS HEREIN.

IF YOU ARE AN EMPLOYEE OR OTHER REPRESENTATIVE ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER, YOU HEREBY

REPRESENT AND WARRANT TO ARCTIC WOLF THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER; AND (B) YOU ARE OVER 18 YEARS OLD. IF CUSTOMER DOES NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS

AGREEMENT OR IS NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, DO NOT ACCEPT THE ORDER FORM, ISSUE A PURCHASE ORDER OR OTHER CONFIRMATION, OR OTHERWISE USE THE SOLUTIONS.

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope.

1.1 Solutions. Customer will purchase and Arctic Wolf, together with its Affiliates, will provide the specific products and services either separately or as part of a Security Operations Bundle as described at https://arcticwolf.com/terms/bundles-tiers/ (each a “Solution” or collectively, “Solutions”) as specified in the applicable Order Form. For purposes of this Agreement, “Affiliate” means any company or other entity, which directly or indirectly controls, is controlled by or is under joint control with a party.

A Solution will be comprised of the components (“Components”) more fully-described within the Solutions Terms located at https://arcticwolf.com/terms/ (“Solutions Terms”) as may be updated from time-to-time by Arctic Wolf in its sole discretion as needed to accommodate development, implementation, and deployment of new features and functionality and Customer’s use and licensing thereof.

Notice of any changes will be provided in accordance with Section 13 herein. In no event will any changes materially decrease the Solution features and functionalities that Customer has purchased or subscribed to during the then-current Term.

1.2 License Grant. The Solutions are provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”) for the one-time costs and subscription fees set forth therein (the “Fees”). Provided Customer is compliant with the terms of this Agreement, including payment of Fees, Arctic Wolf grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive right and/or license during the Subscription Term to install, use, and access the Solutions and the applicable Components thereof and any Documentation associated therewith, in accordance with the Solutions Terms. Customer’s license and rights to install, access, and use the Solutions and any Documentation associated therewith, is solely for Customer’s and its Affiliates’ internal business purposes and subject to the additional use restrictions set forth herein and the maximum license numbers, including by server, user, or such other licensing metric designated in the applicable Order Form. “Documentation” means user manuals, training materials, product descriptions and specifications, and other printed information relating to the applicable Solution, as in effect and made generally available from Arctic Wolf, but expressly excluding marketing and sales collateral and materials, and proposals in whatever form.

1.3 Future Functionality. Subject to the warranties set forth in Section 10, Customer agrees that it has not relied on the promise of availability of any future functionality of the Solutions or any other future product or service in executing this Agreement or any Order Form. Customer acknowledges that information provided by Arctic Wolf regarding future functionality should not be relied upon to make a purchase decision. Should Arctic Wolf offer additional optional functionality in the future that complement the Solutions, Customer may elect to subscribe to and obtain a license to the optional functionality for an additional fee.

1.4 Customer understands and agrees that the Authorized Partner may not modify this Agreement, except in the event specifically and expressly stated within this Agreement related to pricing, payment, or such other similar financial terms, or make any commitments related to the delivery or performance of the Solutions on Arctic Wolf’s behalf and any proposals, marketing collateral, or other similar Solution descriptions shall not apply.

Attachment 3
782
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Last Updated: 2025.05 Page 2 of 11

1.5 Beta Solutions.

1.5.1 From time-to-time Arctic Wolf may invite Customer to try, at no charge, Arctic Wolf products, features, or functionality that are not generally available to Arctic Wolf’s customers (“Beta Solutions”). Customer may accept or decline any such trial in its sole discretion. Any Beta Solutions will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import.

1.5.2 Restrictions and Disclaimers. Beta Solutions are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. To the full extent permitted by applicable laws, including any foreign consumer protection laws, Beta Solutions are not considered Solutions hereunder and are provided solely and exclusively “AS IS” with no express or implied warranty or terms and conditions, of any kind. TO THE FULL EXTENT PERMITTED BY APPLICABLE U.S. AND FOREIGN CONSUMER PROTECTION LAWS, (THE “CONSUMER PROTECTION LAWS”), CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES ARCTIC WOLF FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY BETA SOLUTIONS. Arctic Wolf may discontinue the Beta Solutions at any time in its sole discretion and Arctic Wolf will make reasonable efforts to provide Customer with advanced notice of any such discontinuance.

Arctic Wolf does not promise or represent that Beta Solutions will be made generally available.

1.5.3 NO DATA RETENTION. ANY DATA ENTERED INTO THE BETA SOLUTIONS MAY BE PERMANENTLY LOST UNLESS CUSTOMER:
(i) PURCHASES A SUBSCRIPTION TO THE COMMERCIALLY AVAILABLE VERSION OF THE BETA SOLUTIONS AS MAY BE MADE AVAILABLE BY ARCTIC WOLF; OR (ii) TO THE EXTENT POSSIBLE, EXPORTS SUCH DATA PRIOR TO TERMINATION OF THE BETA SOLUTIONS.

1.5.4 LIMITED LIABILITY. TO THE FULL EXTENT PERMITTED BY LAW, INCLUDING THE CONSUMER PROTECTION LAWS, ARCTIC WOLF’S ENTIRE LIABILITY IN CONNECTION WITH ANY USE OF THE BETA SOLUTIONS WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED $50 USD. IF

CUSTOMER DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE BETA SOLUTIONS.

1.5.5. Despite anything to the contrary in this Agreement, Customer acknowledges that (a) Beta Solutions may not be supported and may be changed at any time, including in a manner that reduces functionality, (b) Beta Solutions may not be available or reliable, and (c) Beta Solutions may not be subject to the same security or audits as the Solutions.

1.6 Incident Response Retainers. In the event Customer’s Order Form and/or Bundle includes a license to an incident response retainer (either IR JumpStart Retainer or an Incident360 Retainer offering, collectively “Retainer”), Customer agrees that the applicable Retainer Agreement located at https://arcticwolf.com/terms/ pertaining to the specified Retainer shall apply. If Customer is a managed service provider plus Authorized Partner (“MSPP”), MSPP, as Customer, understands that the applicable Retainer Agreement is an agreement between Arctic Wolf and MSPP’s end user and MSPP is reselling Retainer to its end user.

1.7 Security Operations Warranty. If Customer’s Order Form includes the Arctic Wolf Security Warranty (the “Service Warranty”), upon finalization of the Order Form and for initial enrollment in the Service Warranty, Customer will receive a link with an embedded token from Arctic Wolf’s third-party warranty provider. CUSTOMER MUST ENROLL IN THE SERVICE WARRANTY, RECEIVE AN ENROLLMENT CONFIRMATION EMAIL, AND AGREE TO THE SUBSCRIBER TERMS LOCATED AT https://arcticwolf.com/terms/subscriber-terms/ (the “Subscriber Terms”) TO RECEIVE THE SERVICE WARRANTY BENEFIT. Execution or acceptance of the Order Form or this Agreement DOES NOT constitute enrollment in the Service Warranty. Indemnification amounts will be included on the enrollment and are subject to change in accordance with the Subscriber Terms in the event of any change in product subscriptions during the Subscription Term (or any Committed Term, as defined on the Order Form) and re-enrollment in the Service Warranty following the change may be required as more fully set forth in the Subscriber Terms. If the qualifying Order Form is renewed, Customer’s initial enrollment in the Service Warranty will continue provided the qualifying indemnification level remains the same.

1.8 Cyber Resilience Assessment (“CRA”). Customer’s use and license of CRA are governed by the terms set forth in the Cyber JumpStart Subscription Agreement located at https://arcticwolf.com/terms/cyber-jumpstart-portal-subscription-agreement/.

2. Equipment. If the Order Form specifies that Customer will receive Equipment, then Customer is responsible for installing the Equipment at the location(s) identified by the parties and for the implementation of appropriate data protection practices related to the protection of any information included on such Equipment while the Equipment is located within Customer’s environment. The Equipment may be included as part of the Solutions and included with the subscription to the Solutions for use by Customer during the Subscription Term. If Customer attempts to install or use the Equipment at a location other than the locations determined by Customer and communicated to Arctic Wolf during onboarding or at any time thereafter, the Solutions may fail to function or may function improperly. In the event Customer installs, uses, or relocates the Equipment, Customer understands it must promptly notify Arctic Wolf so that Equipment deployment information can be updated within Customer’s account. Other than normal wear and tear, Customer is directly responsible for the replacement cost of the Equipment associated with any loss, repair, or replacement, including any other ancillary costs, damages, fees, and charges to repair the Equipment. If applicable, Arctic Wolf will ship Equipment to Customer and will pay the freight costs associated with shipping the Equipment to Customer’s designated locations.

Customer is responsible for all additional costs and expenses associated with shipping the Equipment to its designated locations and, unless otherwise agreed, for the return of the Equipment to Arctic Wolf. Such additional costs and expenses may be reflected on an Order Form, from time-to-time following shipment of the Equipment and will be invoiced by Arctic Wolf or the Authorized Partner. Customer understands and agrees if the Equipment is shipped outside of the United States or Canada (or such other locations identified by Arctic Wolf), Customer is responsible for acting as the importer of record.

3. Professional Services. In the event Arctic Wolf and Customer agree on the delivery of Professional Services, any such Professional Services shall be specified on an Order Form and described in a statement of work which shall reference this Agreement.

4. Reservation of Rights and Ownership. Arctic Wolf owns or has the right to license the Solutions and any associated Documentation (“Arctic Wolf Technology”). Customer acknowledges and agrees that: (a) the Arctic Wolf Technology is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws; (b) Arctic Wolf retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Arctic Wolf 783
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Technology, excluding any rights, title, and interest in any Third Party Products (as defined in Section 10.4 below) which shall be retained by its third party licensor(s), Threat Intelligence Data (as defined in Section 7.3), and any other deliverables, know-how, databases, developed programs, and registered or unregistered intangible property rights related to the foregoing; (c) there are no implied licenses and any rights not expressly granted to Customer hereunder are reserved by Arctic Wolf; (d) the Solutions, excluding any Professional Services, are licensed on a subscription basis, not sold, and Customer acquires no ownership or other interest (other than the license rights expressly stated herein); and (e) Customer has no right to obtain source code related to Software included in any Solutions offered as an on-line, hosted solution.

5. Restrictions, Responsibilities, and Prohibited Use.

5.1 Restrictions. Customer agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works of the Arctic Wolf Technology except as otherwise expressly permitted under applicable U.S. and international copyright laws (“Copyright Laws”) which may not be excluded by agreement between the parties (to the extent that such actions cannot be prohibited because they are necessary to decompile the Solutions to obtain the information necessary to create an independent program that can be operated with the Solutions or with another program (“Permitted Objective”), they are only permitted provided that the information obtained by Customer during such activities: is not disclosed or communicated without Arctic Wolf's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; is not used to create any software that is substantially similar in its expression to the Solutions; is kept secure; and is used only for the Permitted Objective); (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the intellectual property contained within Solutions, except as otherwise expressly permitted under the Copyright Laws which may not be excluded by agreement between the parties; (iii) interfere with or disrupt the integrity or performance of the Solutions or the data and information contained therein or block or disrupt any use or enjoyment of the Solutions by any third party; (iv) attempt to gain unauthorized access to the Arctic Wolf Technology or related systems or networks; (v) remove or obscure any proprietary or other notice contained in the Arctic Wolf Technology, including on any reports or data printed from the Arctic Wolf Technology; (vi) use the Solutions in connection with a service bureau offering or as a service provider whereby Customer operates or uses the Solutions deployed within its environments for the benefit of any unrelated third party (excluding use with Customer’s Affiliates, but including any end user or customer of Customer or Customer Affiliates); (vii) use the Solutions to monitor or scan any environments for which Customer has not received consent; or (viii) include material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or otherwise results in any tort, injury, damage or harm to any person. Customer agrees to abide by the terms of the Acceptable Use Policy at https://arcticwolf.com/terms/acceptable-user-policy, as may be updated from time-to-time in accordance with Section 13 below. If Arctic Wolf, in its reasonable discretion, determines that Customer’s use of or access to the Solutions imposes an actual or imminent threat to the security or stability of Arctic Wolf’s infrastructure or that Customer is abusing its use of the Solutions in contravention of the terms of this Agreement, Arctic Wolf may, in addition to any other right herein, temporarily suspend Customer’s access to the Solutions, without liability except as otherwise provided by applicable laws including Consumer Protection Laws, until such activity is rectified. If commercially practicable, Arctic Wolf shall provide Customer with notice prior to any such suspension and shall work with Customer in good faith to reinstate the Solutions promptly.

5.2 Arctic Wolf Responsibilities. Arctic Wolf shall provide the Solutions Customer subscribes to as identified on an Order Form in accordance with the terms of this Agreement and as further described in the Solutions Terms. Any Software included within the Solutions shall include any updates, upgrades, bug fixes, version upgrades or any similar changes that are made generally available to Arctic Wolf’s customers free of charge from time to time during the Subscription Term.

5.3. Customer Responsibilities. Customer is responsible for identifying the administrative users for its account which may include Customer’s and its Affiliates’ authorized (email authorization sufficient) third party service providers and agents (“Administrators”). Each Administrator will receive an administrator ID and password and will need to register with Arctic Wolf. Customer is responsible for registering and updating its Administrators, or notifying Arctic Wolf, as applicable, about changes to Administrators, including but not limited to termination, change of authority, and the addition of Administrators. Customer acknowledges and agrees that (i) Administrators will be able to view all Solutions Data (as defined in Section 7.2) and other traffic and activities that occur on Customer’s network and that Customer is responsible for all activities that occur under Administrator accounts, and (ii) Administrators may communicate with Arctic Wolf using chat features within the Solution dashboards and such communications may be monitored and recorded by Arctic Wolf and the third party tool provider for purposes of customer service, quality assurance, and other business purposes set forth in the Privacy Notice located at https://arcticwolf.com/terms/privacy-notice-forcustomers/ as may be updated from time to time by Arctic Wolf in accordance with Section 13 (“Privacy Notice”) and Customer consents to such activity. Administrator IDs are granted to individual, named persons and cannot be shared or used by more than one Administrator but may be reassigned from time-to-time to new Administrators. Notwithstanding anything contrary herein, Customer understands and agrees that transmission of Solutions Data to Arctic Wolf may be impacted by in-country technical issues and requirements. Arctic Wolf will provide reasonable assistance to Customer in such instances but is not liable if the Solutions Data cannot be transmitted outside of such country.

Customer is responsible for implementing appropriate internal procedures and oversight to the extent it utilizes the configuration of workflows and processes, including but not limited to containment actions, and similar functionalities in conjunction with the Services. Arctic Wolf may recommend Customer, depending on the scope of the deployment, implement software and services to enable features of the Solutions or to permit increased visibility into Customer’s environment. Customer is responsible for making such determinations in its discretion and Arctic Wolf has no liability for Customer’s decisions related thereto. Customer acknowledges that any changes Customer makes to its code, infrastructure, or configuration of the Solutions after initial deployment may cause the Solutions to cease working or function improperly or could prevent Arctic Wolf from delivering the Solutions and Arctic Wolf will have no responsibility for the impact of any such Customer changes. Customer understands that depending on the Solution deployed, a Solution may consume additional CPU and memory in Customer’s environment while running in production.

5.4 Anti-corruption. In no event shall Arctic Wolf be obligated to take any action (including the shipping of any product or the provision of any service) or omit to take any action that Arctic Wolf believes in good faith would cause it to be in violation of any U.S. or international laws or regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act (the “FCPA”) or UK Bribery Act 2010. Neither party will (i) attempt to, directly or indirectly, improperly influence the sale or purchase of products by payments or other actions contrary to law or regulation, or (ii) take any action or permit or authorize any action that would violate or cause a party to violate the FCPA, the UK Bribery Act, or other applicable anti-corruption laws or regulations. Neither party will, for the purpose of influencing any act or decision to obtain or retain business or direct business to any person, pay, offer or promise to pay, or authorize the payment of, directly or indirectly, any money or anything of value to or for 784
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the use or benefit of any of the following: (a) any government official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any representative of any public international organization, or any person acting in any official capacity for or on behalf of any government, state-owned business or public organization); (b) any political party, official thereof, or candidate for political office; or (c) any other person if a party or any respective partner, officer, director, employee, agent, representative or shareholder of such party knows or has reason to suspect or know that any part of such money or thing of value will be offered, given, or promised, directly or indirectly, to any of the above-identified persons or organizations. Each party acknowledges and agrees that none of its officers, directors, employees, agents or representatives is a government official or employee or an official or employee of any department or instrumentality of any government, nor is any of them an officer of a political party or candidate for political office, who will share directly or indirectly any part of the sums that may be paid pursuant to performance of this Agreement; and each party agrees to immediately notify the other party should the foregoing change during the term of this Agreement. Each party represents and warrants that neither this Agreement nor the performance of or exercise of rights under this Agreement is restricted by, in conflict with, requires registration or approval or tax withholding under, or will require any termination or expiration, compensation, or any compulsory licensing under, any applicable law or regulation of any country or other governmental entity, and each party will not make any claim to the contrary (each party is relying on this representation and warranty, among other provisions of this Agreement, in entering this Agreement and would not enter this Agreement in its absence).

5.5 Trade Controls. Customer understands that the Solutions may be subject to the export control, economic sanctions, customs, import, and anti-boycott laws, regulations, and orders promulgated or enforced by Canada, the United States, the United Kingdom, Customer’s jurisdictions of incorporation and operations, and any other country or governmental body having jurisdiction over the parties to this Agreement (“Trade Controls”). Customer shall ensure that the Solutions are not re-exported, provided or transferred to any person or entity listed on any restricted or prohibited persons list issued by Canada, the United States, the United Kingdom, Germany, or any governmental authority of any applicable jurisdiction, including but not limited to the Bureau of Industry and Security’s Denied Persons, Entity, or Unverified List or the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List, or the UK Consolidated List of Financial Sanctions Targets (collectively, the “Restricted Persons Lists”). Customer represents and warrants that it and its shareholders, members, partners, or other owners are not listed on, or owned 50% or more, collectively or individually, by anyone on a Restricted Persons List. Customer shall not use the Solutions (a) for a military application, wherever located; or (b) with knowledge or reason to know that the Solutions will be used for nuclear, chemical, or biological weapons proliferation or (c) for any other end use or by any end user otherwise prohibited by applicable Trade Controls. Upon request by Arctic Wolf, Customer will complete and provide an end use certificate in the form requested by Arctic Wolf. Arctic Wolf may suspend and/or cancel the export, delivery, and or servicing of the Solutions, if:
(i) Arctic Wolf has not received requested end-user certifications; (ii) Arctic Wolf has not received any government approvals required to comply with Trade Controls; or (iii) Arctic Wolf believes that such activity may violate any Trade Controls. If the Solutions are resold or transferred in violation of any Trade Controls or the provision of this Agreement, Arctic Wolf shall not be obligated to provide any warranty service or technical support for such Items.

5.6 Public Entity Customers. If Customer is a public entity, Customer acknowledges and agrees this Agreement is the sole set of terms governing the delivery of the Solutions to Customer and for the avoidance of doubt, any terms related to the acceptance of any services or work product shall not apply. The terms of any request for proposal(s), request for information, invitation to qualify, purchasing agreement or cooperative contract, or any other similar agreement Customer is using to purchase the Solutions (as defined above) from an Authorized Partner do not apply to Arctic Wolf. Further, Customer understands, and hereby consents, that Solutions Data may be accessed and processed by Arctic Wolf and its non-US Affiliates and their non-US citizen employees and resources and Arctic Wolf’s authorized third-party service providers in the United States, Europe, Canada, Australia, or other locations around the world. Notwithstanding anything contrary in any other agreement or purchasing contract, Customer understands and agrees that during the Subscription Term, Arctic Wolf will maintain security controls and processes no less restrictive than those set forth in its SOC 2 Type II report and ISO 27001 certification. Customer is responsible for determining if Arctic Wolf’s controls and processes comply with Customer’s data handling and security policies.

Customer represents that in purchasing the Solutions, (i) Customer is not relying on Arctic Wolf for performance of a federal prime contract or subcontract and (ii) Customer is not receiving federal funds to purchase the Solutions. If Customer does intend to rely on Arctic Wolf Solutions to fulfill its obligations under a federal prime contract or subcontract or utilize federal funds to purchase the Solutions, Customer agrees to provide Arctic Wolf advance written notice of that intention, and Arctic Wolf shall have the option to terminate this Agreement.

Arctic Wolf Technology is a “commercial item”, “commercial computer software” and “commercial computer software documentation,” pursuant to DFARS Section 227.7202 and FAR Sections 12.211-12.212, as applicable. All Arctic Wolf Technology is and was developed solely at private expense and the use of Arctic Wolf Technology by the United States Government are governed solely by this Agreement and are prohibited except to the extent expressly permitted by this Agreement.

Customer represents it has the requisite authority to enter into and perform its obligations under this Agreement.

6. Fees, Payment, Taxes, and Audit. Pricing for the Solutions will be specified on an Order Form.

6.1 Order Forms and Invoices Issued by Arctic Wolf. If an Order Form is issued to Customer by Arctic Wolf, or in limited circumstances, Arctic Wolf invoices Customer directly for any fees, including but not limited to renewal subscription fees, incidental charges, such as international shipping costs Section 6.2 does not apply and the following terms apply:

All fees are payable in the currency set forth in the Order Form (or applicable invoice) and are non-cancelable and non-refundable EXCEPT AS

REQUIRED BY CONSUMER PROTECTION LAWS, ARCTIC WOLF IS NOT OBLIGATED TO REFUND ANY FEES OR OTHER PAYMENTS

ALREADY PAID, AND ANY CANCELLATION BY CUSTOMER WILL TAKE PLACE AT THE END OF THE APPLICABLE SUBSCRIPTION TERM, UNLESS ARCTIC WOLF OTHERWISE AGREES IN WRITING. Late payments shall bear interest at a rate equal to the maximum rate permitted by law. If Customer fails to make any payments due under this Agreement or an applicable Order Form, Arctic Wolf shall notify Customer of such nonpayment. If a payment that is due remains unpaid for ten (10) days after Arctic Wolf provides Customer with notice of such nonpayment, Arctic 785
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Wolf may cease providing the Solutions without any liability to Arctic Wolf. The amounts payable to Arctic Wolf are exclusive of any sales tax, use tax, excise tax, VAT, GST, HST, or similar taxes (“Indirect Taxes”). Customer is solely responsible for payment of all Indirect Taxes. If Customer is required to pay any Indirect Taxes, Customer shall pay such Indirect Taxes with no reduction or offset in the amounts payable to Arctic Wolf hereunder and Customer will pay and bear such additional amount as shall be necessary such that Arctic Wolf receives the full amount of the payment required as if no such reduction or offset were required. If Arctic Wolf has the legal obligation to pay or collect Indirect Taxes for which Customer is responsible, Customer authorizes Arctic Wolf to charge Customer for such amount. If Customer believes that Arctic Wolf has billed Customer incorrectly, Customer must contact Arctic Wolf no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Arctic Wolf’s customer support department.

6.2 Order Forms Issued by Authorized Partner. If an Order Form and/or invoice is issued to Customer by an Authorized Partner, Section

6.1 does not apply, and the following terms apply: Customer is purchasing the Solutions through the Authorized Partner. The Order Form containing terms related to fees, payment, taxes, audit, and any other related terms shall be between Customer and the Authorized Partner.

Customer will pay any owed amounts to the Authorized Partner, as agreed between Customer and Authorized Partner. Customer agrees that Arctic Wolf may suspend or terminate Customer’s use of the Solutions upon ten (10) days’ written notice to Customer if Customer does not remit payment of Fees to the Authorized Partner. The amounts paid by Authorized Partner to Arctic Wolf for Customer’s use of the Solutions under this Agreement will be deemed the amount actually paid or payable under this Agreement for purposes of calculating Arctic Wolf’s liability under Section 11. Customer’s renewal pricing will be communicated to Customer by the Authorized Partner in accordance with the terms Customer has with the Authorized Partner or by Arctic Wolf prior to the renewal Subscription Term.

6.3 Audit. During the term of this Agreement and for one year thereafter, Customer shall provide Arctic Wolf, or its designated representative, promptly upon request with appropriate records requested by Arctic Wolf to verify Customer’s compliance with the Agreement, including specifically its license numbers as set forth on an Order Form. Arctic Wolf, at its option, may require that an executive officer of Customer certify in writing to Customer’s compliance with this Agreement and disclose the scope of use of the Solutions by Customer. If, because of such audit, Arctic Wolf determines that Customer has exceeded the number of licenses subscribed to by Customer on an Order Form, Arctic Wolf will notify Customer of the number of additional licenses, along with the associated Subscription Fees prorated through the end of the then-current Subscription Term, and Customer will remit payment for such Subscription Fees in accordance with this Section 6.

7. Confidentiality; Data.

7.1 Confidentiality. Either party (as a “Discloser”) may disclose confidential and proprietary information, orally or in writing (“Confidential Information”) to the other party (as a “Recipient”). Confidential Information (a) shall be marked with a restrictive legend of the Discloser or, (b) if orally or visually disclosed to Recipient by Discloser, or disclosed in writing without an appropriate letter, proprietary stamp, or legend, shall be confidential if it would be apparent to a reasonable person that such information is confidential or proprietary. This Section 7 will supersede any non-disclosure agreement by and between the parties (whether entered before, on, or after the Effective Date) and such agreement will have no further force or effect with respect to Confidential Information defined herein. Confidential Information of Arctic Wolf includes the following: any pricing, trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Arctic Wolf Technology; the design and architecture of the Arctic Wolf Technology; the computer code, internal documentation, and design and functional specifications of the Arctic Wolf Technology; Arctic Wolf’s security and privacy due diligence material such as SOC2 reports, security and privacy questionnaire responses & memos; and any intellectual property and know-how included in the problem reports, analysis, and performance information related to the Arctic Wolf Technology, and Threat Intelligence Data. Confidential Information of Customer may include the following:
(i) If the MA or MA+ Solution is deployed: First name, last name, corporate email address, phone number, job title, address, and organization hierarchy (collectively, “Point of Contact information”); User setup details (User email, work title, and name), Solution metrics related to such Users, including a Users' learning status, training scores, and Phishing results associated with such Users' use of the Solution (collectively “Learner Data”); if the Arctic Wolf Email Report Button is deployed by Customer, information pertaining to phishing email(s) selfreported by a User and includes or may include name of User, email address of User, json web token, full content of email, and version data (collectively, “Phishtel Data”); and Customer created and owned content, if any; and (ii) If MDR and/or MR Solutions are deployed: Points of Contact Information (as defined in Section 7.1(i) above) and Solutions Data (as defined in Section 7.2 below).

Each party agrees to hold the other party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties not authorized by the Discloser to receive such Confidential Information, and not to use such Confidential Information for any purpose except as expressly permitted hereunder and as described in the Privacy Notice. Each party agrees to take commercially reasonable steps to protect the other party’s Confidential Information and to ensure that such Confidential Information is not disclosed, distributed, or used in violation of the provisions of this Agreement. The Recipient may disclose Confidential Information only: (a) with the Discloser’s prior written consent; or (b) to those employees, officers, directors, agents, consultants, third party service providers, and advisors with a clear and well-defined “need to know” purpose who are informed of and bound by confidentiality obligations no less restrictive than those set forth in this Section 7.

Notwithstanding the foregoing, the Recipient may disclose Confidential Information to the extent required by law; however, the Recipient will give, to the extent legally permissible and reasonably practical, the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of this Agreement. For the avoidance of doubt, Arctic Wolf may share Customer’s name with Customer’s services providers to assist Customer in the resolution of technical issues pertaining to the Solutions. To the extent legally required, Arctic Wolf may report any violations of law pertaining to Customer’s use of the Solutions. The Discloser agrees that the foregoing confidentiality obligations shall not apply with respect to any information that the Recipient can document is: (i) rightfully in its possession or known to it prior to receipt from the Discloser without an obligation of confidentiality; (ii) has become public knowledge through no fault of the Recipient; (iii) rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (iv) independently developed by employees of the Recipient who had no access to Discloser’s Confidential Information. Upon expiration or termination of this Agreement for any reason, and except as otherwise provided in Section 14 below, each party shall promptly destroy all copies of the other party's Confidential Information and copies, notes or other derivative material relating to the Confidential Information. Notwithstanding the foregoing, and subject to the Privacy Notice, Arctic Wolf may 786
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retain Contract Account Information which may include Customer name, contact first name and last name, corporate email address, phone number, job title, address, and organization hierarchy following termination of this Agreement for its internal business purposes.

7.2 Solutions Data. “Solutions Data” means, depending on the Solution deployed, the operational system log data and any other information provided by Customer in furtherance of its use of the Solutions and which Customer may elect to submit to Arctic Wolf through the Solutions, including, but not limited to operational values, event logs, and network data such as flow, HTTPS, TLS, DNS metadata, cursory inventory data, operating systems and versions, users and groups from Active Directory, system level inventory, event data, and network vulnerability data, but excluding Threat Intelligence Data (as defined below). As between the parties, Customer shall retain all right, title, and interest (including all intellectual property rights) in and to the Solutions Data (excluding any Arctic Wolf Technology used with the Solutions Data).

Customer hereby grants Arctic Wolf, during the term of the Agreement, a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify, and create derivative works of the Solutions Data to provide the Solutions to Customer. The location of the storage of raw Solutions Data within Arctic Wolf’s third-party service providers’ data centers will be as set forth in the Solutions Terms.

7.3 Threat Intelligence Data. "Threat Intelligence Data" means any malware, spyware, virus, worm, trojan, or other potentially malicious or harmful code or files, URLs, DNS data, public IP addresses, network telemetry, commands, processes or techniques, tradecraft used by threat actors, metadata, or other information or data, in each case that is potentially related to unauthorized third parties associated therewith and that:
(i) Customer provides to Arctic Wolf in connection with this Agreement, or (ii) is collected or discovered during the course of Arctic Wolf providing Solutions, excluding any such information or data that identifies Customer or to the extent that it includes Personal Information (as defined below) of the data subjects of Customer (but including personal information of threat actors or as otherwise provided in the Privacy Notice).

8. Data Privacy.

8.1 Personal Information. Point of Contact Information, Solutions Data, Learner Data, and Phishtel Data (or any other Confidential Information provided by Customer) may include information that identifies, relates to, describes, is reasonably capable of being associated with or linked to a particular individual, whether directly or indirectly (“Personal Information”). Customer is responsible for the lawfulness of any such Personal Information and Arctic Wolf’s receipt, use, and processing of it under the Agreement. Customer represents and warrants that, where it provides Personal Information to Arctic Wolf or requests Arctic Wolf collect or process such information, it (1) has complied with any applicable laws relating to the collection or provision of such information, (2) possesses any consents, authorizations, rights and authority, and has given all required notices to individual data subjects as are required to transfer or permit Arctic Wolf to collect, receive, or access any Personal Information, and (3) to the extent required by applicable law, has informed the individuals of the possibility of Arctic Wolf processing their Personal Information on Customer’s behalf and in accordance with its instructions.

8.2 European Union and United Kingdom General Data Protection Regulation. If and to the extent Customer submits to Arctic Wolf personal data (as that term is defined under the General Data Protection Regulation and its UK equivalent (“GDPR”)) of individuals located in the European Economic Area or United Kingdom, the Arctic Wolf Data Processing Agreement available at https://arcticwolf.com/terms/dpa/, as may be updated by Arctic Wolf from time-to-time in accordance with its terms (the “DPA”), shall be executed by Customer and upon execution and return to Arctic Wolf in accordance with its terms will be incorporated into this Agreement. It is Customer’s sole responsibility to notify Arctic Wolf of requests from data subjects related to the modification, deletion, restriction and/or objection to processing of personal data. Customer represents and warrants that any processing of personal data in accordance with its instructions is lawful.

8.3 California Consumer Privacy Act. The parties acknowledge and agree that Arctic Wolf is a service provider for the purposes of the California Consumer Privacy Act, as supplemented by the California Privacy Rights Act (collectively, the “CCPA”) and may receive personal information (as defined by the CCPA) from Customer pursuant to this Agreement for the provision of certain purchased or licensed cybersecurity operations solutions and/or services as chosen by Customer and reflected on an Order Form (the “Business Purpose”). The parties agree to always comply with the applicable provisions of the CCPA in respect to the collection, transmission, and processing of all personal information (as defined by the CCPA) exchanged or shared pursuant to the Agreement. Arctic Wolf shall not (i) sell any such personal information; (ii) retain, use or disclose any personal information provided by Customer pursuant to this Agreement except as necessary for the specific purpose of performing and/or delivering the Business Purpose to Customer pursuant to this Agreement or as permitted by the CCPA, as well as any support and other ancillary services (including, without limitation, services to prevent or address service or technical problems) related to the Solutions; (iii) retain, use, or disclose such personal information for a commercial purpose other than performing the Business Purpose unless otherwise explicitly permitted under the Agreement; (iv) retain, use, or disclose such personal information outside of the direct business relationship between Customer and Arctic Wolf for the Business Purpose unless otherwise permitted under the Agreement; or (v) combine any such personal information with personal information that it receives from or on behalf of any other person(s) or collects from its own interaction with the consumer, provided that Arctic Wolf may combine personal information to perform any purpose as defined in and as permitted under the CCPA. Arctic Wolf further agrees that it will: (i) comply with all applicable obligations under the CCPA and Arctic Wolf will provide the same level of privacy protection as is required by the CCPA; (ii) allow Customer to take reasonable and appropriate steps to help to ensure that Arctic Wolf uses personal information in a manner consistent with Customer’s obligations under the CCPA; and (iii) allow Customer, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information. The terms “personal information,” “consumer”, “service provider,” “sale,” “share,” and “sell” are as defined in Section 1798.140 of the CCPA. Arctic Wolf certifies that it understands the restrictions of this Section 8.3 and will comply with them and will notify Customer if Arctic Wolf decides that it can no longer meet its obligations under the CCPA.

It is Customer’s sole responsibility to notify Arctic Wolf of any requests from consumers (as defined in the CCPA) seeking to exercise rights afforded in the CCPA regarding personal information received or processed in connection with the Solutions. Arctic Wolf agrees to provide reasonable cooperation to Customer in connection with such requests.

8.4 Canadian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined under applicable Canadian privacy laws, being all applicable federal, and provincial laws and regulations relating to the processing, protection or privacy of personal information (“Privacy Laws”), of individuals located in Canada, Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications, regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of Canada), and/or the transfer by Customer of such individual’s personal information to Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers 787
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(which may be located outside of Canada). Upon request of Customer, Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers.

Customer retains control of the personal information and remains solely responsible for its compliance with Privacy Laws and for the processing instructions it gives to Arctic Wolf. The parties agree that this Agreement, together with Customer’s use of the Solution in accordance with this Agreement, constitutes Customer’s instructions to Arctic Wolf in relation to the processing of such personal information. Subject to Section 8.1 of this Agreement, Arctic Wolf will only process the personal information to the extent, and in such a manner, as is necessary for the performance of the Solutions. Arctic Wolf will reasonably assist Customer with meeting the Customer’s compliance obligations under applicable Privacy Laws, considering the nature of Arctic Wolf’s processing and the information available to Arctic Wolf.

Arctic Wolf shall:
• Comply with its obligations as a third-party service provider/mandatory under applicable Privacy Laws, including by implementing appropriate technical, physical and organizational measures to safeguard the personal information; • Periodically conduct audits of its information security controls for facilities and systems used to deliver the Solutions and make relevant audit reports available to Customer for review. The Customer will treat such audit reports as Arctic Wolf’s Confidential Information; • Within seventy-two (72) hours of discovery notify Customer of any unauthorized or unlawful access to or processing of the personal information;
• Limit access to those employees who require the personal information access to meet Arctic Wolf’s obligations under this Agreement and ensure that all employees are informed of the personal information’s confidential nature; • Notify Customer if it receives any complaint, notice, or communication that directly or indirectly relates to the personal information processing or to either party’s compliance with Privacy Laws, and provide its full co-operation and assistance in responding to such complaint, notice or communication; and
• Upon Customer’s request, provide the Customer a copy of or access to all or part of the Customer’s personal information in its possession or control in the format reasonably agreed to by the parties.

8.5 Australian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Australian Privacy Act 1988 (Cth)) on your behalf, as agent for you, Arctic Wolf will only handle your personal information for the purpose of performing the Solutions, in accordance with the Privacy Notice or as required by applicable law, and ensuring you have access to your Solutions Data in accordance with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing and retrieving Solutions Data, limiting others' use of Solutions Data and specifying security measures that are used in relation to Solutions Data as set forth in this Agreement, including the Privacy Notice.

8.6 South African Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Protection of Personal Information Act, 4 of 2013) of individuals located in South Africa, Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications, regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of South Africa, and/or the transfer by Customer of such individual’s personal information to Arctic Wolf/Arctic Wolf’s subcontractors/third party service providers (which may be located outside of South Africa). Upon request of Customer, Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers. Arctic Wolf will only handle personal information for the purpose of performing the Solutions and ensuring Customer has access to its Solutions Data in accordance with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing, and retrieving Solutions Data, limiting others' use of Solutions Data. Arctic Wolf shall take appropriate, reasonable technical and organizational security measures to prevent the loss of, damage to or unauthorized destruction of personal information, and the unlawful access to or processing of personal information.

9. Indemnity.

9.1 Arctic Wolf’s Indemnity. Subject to Section 9.3, Arctic Wolf will defend and indemnify Customer from any unaffiliated third-party claim or action to the extent based on the allegation that the Solutions infringe any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right) having effect in the United States, Canada, Australia, United Kingdom, Switzerland, South Africa, and the European Union. Arctic Wolf will pay any settlements that Arctic Wolf agrees to in writing signed by an authorized officer of Arctic Wolf or final judgments awarded to the third-party claimant by a court of competent jurisdiction. The foregoing obligations do not apply with respect to the Solutions, or portions or components thereof, that are: (a) not provided by Arctic Wolf; (b) combined with other products, processes or materials that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination; (c) modified other than with Arctic Wolf’s express consent; (d) used after Arctic Wolf’s notice to Customer of such activity’s alleged or actual infringement; or (e) not used by Customer in strict accordance with this Agreement or the published Documentation. The indemnification obligations set forth in this Section 9.1 are Arctic Wolf’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind.

9.2 Customer Indemnity. Subject to Section 9.3, Customer agrees to defend and indemnify Arctic Wolf from any third-party claim or action brought against Arctic Wolf to the extent based on Customer’s alleged breach of Sections 5 or 8. Customer agrees to pay any settlements that Customer agrees to in a writing signed by an authorized officer of Customer, or final judgments awarded to the third-party claimant by a court of competent jurisdiction.

9.3 Procedures. Each party’s indemnification obligations are conditioned on the indemnified party: (a) providing the indemnifying party with prompt written notice of any claim, provided that the failure to provide such notice shall only limit the indemnifying party’s obligation to indemnify to the extent that the failure prejudices the indemnifying party in its defense of the claim; (b) granting the indemnifying party the sole control of the defense or settlement of the claim; and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party’s expense. Notwithstanding the foregoing, the indemnifying party (i) may not make an admission of fault on behalf of the other party without written consent, (ii) any settlement requiring the party seeking indemnification to admit 788
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liability requires prior written consent, not to be unreasonably withheld or delayed, and (iii) the other party may join in the defense with its own counsel at its own expense.

9.4 Options. If Customer’s use of the Solutions has become, or in Arctic Wolf’s opinion is likely to become, the subject of any claim of infringement, Arctic Wolf may at its option and expense: (a) procure for Customer the right to continue using and receiving the Solutions as set forth hereunder; (b) replace or modify the Solutions to make them non-infringing; (c) substitute an equivalent for the Solutions; or (d) if Arctic Wolf, in its sole discretion, determines that options (a)-(c) are not reasonably practicable, terminate this Agreement and refund any pre-paid unused Fees as of the effective date of termination.

10. Warranty and Warranty Disclaimer.

10.1 Solutions Warranty. ARCTIC WOLF WARRANTS THAT DURING THE SUBSCRIPTION TERM AND PROVIDED THAT CUSTOMER

IS NOT IN BREACH OF THIS AGREEMENT OR AS OTHERWISE PROHIBITED BY CONSUMER PROTECTION LAWS INCLUDING ANY CUSTOMER RIGHTS UNDER SUCH CONSUMER PROTECTION LAWS THAT: (I) THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT DO NOT INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (II) THE SOLUTIONS SHALL SUBSTANTIALLY PERFORM AS DESCRIBED IN THE DOCUMENTATION; AND (III) IT WILL COMPLY WITH ALL INTERNATIONAL,

PROVINCIAL, FEDERAL, STATE AND LOCAL STATUTES, LAWS, ORDERS, RULES, REGULATIONS AND REQUIREMENTS, INCLUDING

THOSE OF ANY GOVERNMENTAL (INCLUDING ANY REGULATORY OR QUASI-REGULATORY) AGENCY APPLICABLE TO ARCTIC WOLF AS IT PERTAINS TO ITS OBLIGATIONS AND THE DATA REQUIRED FOR THE PERFORMANCE OF THE SOLUTIONS DESCRIBED HEREIN.

IN THE EVENT OF ANY BREACH OF THIS SECTION 10.1, ARCTIC WOLF SHALL, AS ITS SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY (OTHER THAN ARCTIC WOLF’S INDEMNIFICATION OBLIGATIONS IN SECTION 9.1 ABOVE, OR OTHERWISE PROHIBITED BY CONSUMER PROTECTION LAWS OR PROVIDED IN SECTION 10.3 OF THIS AGREEMENT), REPAIR OR REPLACE THE SOLUTIONS

THAT ARE SUBJECT TO THE WARRANTY CLAIM AT NO COST TO CUSTOMER OR IF ARCTIC WOLF IS UNABLE TO REPAIR OR

REPLACE, THEN ARCTIC WOLF WILL REFUND ANY PRE-PAID FEES FOR THE SOLUTIONS, OR PARTS THEREOF, SUBJECT TO THE WARRANTY CLAIM. EXCEPT FOR THE WARRANTIES DESCRIBED IN THIS SECTION, THE SOLUTIONS ARE PROVIDED WITHOUT WARRANTY, TERMS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AND ANY WARRANTIES OF TITLE. CUSTOMER ACKNOWLEDGES THAT THE SOLUTIONS ARE PROVIDED “AS IS” AND FURTHER ACKNOWLEDGES THAT ARCTIC WOLF DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED, OR ERROR FREE; OR (B) THE SOLUTIONS ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE. CUSTOMER IS RESPONSIBLE AND ARCTIC WOLF SHALL HAVE NO

RESPONSIBILITY FOR DETERMINING THAT THE USE OF THE SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN THE JURISDICTION(S) IN WHICH CUSTOMER MAY DEPLOY AND USE THE SOLUTIONS.

10.2 No Guarantee. CUSTOMER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT ARCTIC WOLF DOES NOT GUARANTEE OR WARRANT THAT IT WILL FIND, LOCATE, OR DISCOVER ALL OF CUSTOMER’S SYSTEM THREATS, VULNERABILITIES, MALWARE, AND

MALICIOUS SOFTWARE, OR THAT ALL SUCH SYSTEM THREATS, VULNERABILITIES, MALWARE, AND MALICIOUS SOFTWARE CAN OR WILL BE CONTAINED OR UNCONTAINED IN THE DELIVERY OF THE SOLUTIONS. CUSTOMER ACKNOWLEDGES THAT CERTAIN

FEATURES AND ACTIVITIES PERFORMED BY ARCTIC WOLF AND MORE FULLY DESCRIBED IN THE SOLUTIONS TERMS COULD POSSIBLY RESULT IN INTERRUPTIONS OR DEGRADATION TO CUSTOMER’S SYSTEMS AND ENVIRONMENT AND ACCEPTS THOSE RISKS AND CONSEQUENCES. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ANY THIRD-PARTY SYSTEMS (NOT INCLUDING THIRD PARTY PRODUCTS AS DEFINED IN SECTION 10.4 BELOW) OR SERVICES, INCLUDING ANY CLOUD IAAS AND SAAS SYSTEMS, TOOLS, AND/OR ENVIRONMENTS AND ANY DIAGNOSTIC TOOLS, API’S, AND OTHER SUCH INTEGRATIONS, THAT CUSTOMER USES OR DEPLOYS IN CONNECTION WITH THE DELIVERY OF THE SOLUTIONS.

10.3 Open Source Warranty. Customer acknowledges that certain components of the Solutions (“Open Source Components”) may be covered by so-called “open source” software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative (or any substantially similar licenses). Arctic Wolf hereby represents and warrants that all Open Source Components in the Solutions will be provided to Customer by Arctic Wolf hereunder in a manner compliant with their applicable open source licenses. To the extent required by the licenses covering third party Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to third party Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component.

10.4 Third-Party Products. Third-Party Products (as defined in this Section 10.4) may carry a limited warranty from the third-party publisher, provider, or original manufacturer of such Third-Party Products. To the extent required or allowed, Arctic Wolf will pass through to Customer or directly manage for the benefit of Customer’s use of the Third-Party Products as part of the Solutions (such decision to be made in Arctic Wolf’s discretion), the manufacturer warranties related to such Third-Party Products. “Third-Party Products” means any non-Arctic Wolf branded products and services (including Equipment, and any operating system software included therewith) and non-Arctic Wolf-licensed software products, including Open Source Components.

10.5 Customer Warranties. Customer represents and warrants that it shall: (i) be responsible for ensuring the security and confidentiality of all Administrator IDs and passwords; (ii) use commercially reasonable endeavors to prevent unauthorized access to, or use of, the Solutions; (iii) notify Arctic Wolf promptly upon discovery of any unauthorized use of the Solutions or any breach, or attempted breach, of security of the Solutions; (iv) not violate any international, provincial, federal, state and local statutes, laws, orders, rules, regulations and requirements applicable to Customer’s performance of its obligations herein, including those of any governmental (including any regulatory or quasi-regulatory) agency, Trade Control laws, and regulations and the FCPA and UK Bribery Act 2010; (v) not use the Solutions or transfer any Solutions Data to Arctic Wolf for any fraudulent purposes; and (vi) implement safeguards within Customer’s environment to protect the Solutions, including specifically, the Equipment, from the introduction, whether intentional or unintentional, of: (1) any virus or other code, program, or sub-program that damages or interferes with the operation of the Equipment or halts, disables, or interferes with the operation of the Solutions; or (2) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Solutions. Customer authorizes Arctic Wolf to perform Services (and all such tasks and tests reasonably contemplated by or reasonably necessary to perform the Services) on network resources with the internet protocol addresses or other designated identifiers identified by Customer. Customer represents that, if Customer does not own such network resources, it will have obtained consent and authorization from the applicable third party to permit Arctic Wolf to provide the Services on such third party’s network resources.

11. Limitation of Liability.
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11.1 TO THE FULL EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 11.2 BELOW, FOR ANY CAUSE RELATED TO OR

ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT

LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, ARCTIC WOLF WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR: (A) DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SOLUTIONS,

LOST REVENUES OR PROFITS, LOSS OF SOLUTIONS, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING

FROM SYSTEM FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT

INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, BREACHES BY AN AUTHORIZED PARTNER, OR BREACHES IN CUSTOMER’S SYSTEM SECURITY; OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (C) ANY AMOUNTS THAT EXCEED

THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE CLAIM PERTAINING TO THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS

SHALL APPLY WHETHER OR NOT ARCTIC WOLF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES UNDERSTAND AND AGREE

THAT THE LIMITATIONS OF LIABILITIES FOR EACH PARTY SET FORTH IN THIS AGREEMENT ARE REASONABLE AND THEY WOULD NOT HAVE ENTERED INTO THE AGREEMENT WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS OF LIABILITY IN THIS SECTION 11, WITH RESPECT TO ARCTIC WOLF AUSTRALIAN CUSTOMERS, ARE SUBJECT TO THE COMPETITION AND CONSUMER ACT 2010 (CTH) SCH 2 AND SECTION 11.2 OF THIS AGREEMENT.

11.2 FOR CUSTOMERS DEEMED “CONSUMERS” AS DEFINED BY THE COMPETITION AND CONSUMER ACT 2010 (CTH) SCH 2, SECTION 11.1 IS REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ARCTIC WOLF SHALL NOT BE LIABLE TO CUSTOMER (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (A) ANY LOST PROFITS, REVENUE, OR

SAVINGS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,

EVEN IF ARCTIC WOLF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE; OR (B) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THESE TERMS. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 11.2. THIS SECTION 11.2 DOES NOT SEEK TO LIMIT OR EXCLUDE THE LIABILITY OF ARCTIC WOLF OR ITS AFFILIATES

IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FOR ANY OTHER LIABILITY FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE. TO THE EXTENT APPLICABLE, THIS PROVISION MUST BE READ SUBJECT TO THE COMPETITION AND CONSUMER ACT 2010 (CTH) SCH 2.

12. Term and Renewal. This Agreement shall be in effect for the Subscription Term specified in the Order Form. Unless otherwise set forth on the Order Form, the Subscription Term for the Solutions, in its entirety, will automatically renew at the end of the initial Subscription Term for the same period of time as the initial Subscription Term, but in no event more than a twelve (12) month term, and subject to the then-current terms and price at the time of renewal; provided however, if either party would like to opt out of automatic renewal of the Subscription of the Solutions or reduce Subscription scope, then such party must notify the other party no less than sixty (60) days prior to the expiration of the thencurrent Subscription Term.

13. Updates. Arctic Wolf reserves the right to modify this Agreement, the URL Terms, and the Documentation in Arctic Wolf’s sole discretion or as otherwise set forth in the respective URL Terms. Should Arctic Wolf make any modifications, Arctic Wolf will post the amended terms on the applicable URL links, update the “Last Updated Date” within such documents, and notify Customer via email or such other direct written communication method implemented by Arctic Wolf from time-to-time. Customer may notify Arctic Wolf within 30 days after the effective date of the change of its rejection of such change. If Customer notifies Arctic Wolf of its rejection during such thirty (30) day period, then Customer will remain governed by the terms in effect immediately prior to the change until the end of Customer’s then-current Subscription Term. However, any subsequent renewal of the Term will be renewed under the then-current Agreement, URL Terms, and/or Documentation for such applicable Solutions, unless otherwise agreed in writing by the parties.

14. Termination. Either party may terminate this Agreement for cause if the other party commits a material breach of this Agreement, provided that such terminating party has given the other party ten (10) days advance notice to try and remediate the breach. Upon termination, Customer agrees to cease all use of the Arctic Wolf Technology, installed or otherwise, and permanently erase or destroy all copies of any Arctic Wolf Technology, including all Content and virtual Equipment, that are in its possession or under its control and promptly remove and return all physical Equipment to Arctic Wolf. Except as otherwise required by law, Arctic Wolf will remove, delete, or otherwise destroy all copies of Confidential Information in its possession upon the earlier of the following: (A) for MDR and MR Solutions, (i) the return of the Equipment, if applicable, to Arctic Wolf, or (ii) one hundred-twenty (120) days following expiration or termination, and (B) for the MA Solution, within one hundred twenty (120) days of expiration or termination. Notwithstanding anything contrary in this Agreement, should Customer fail to return any Equipment within ninety (90) days following discontinuation of use of the Equipment or termination or expiration of this Agreement, Customer will be liable for the replacement cost of the Equipment, which shall be due and owing upon receipt of the invoice from Arctic Wolf or the Authorized Partner, and Customer shall be liable for any breach of the Confidential Information and Arctic Wolf Technology contained within the unreturned Equipment.

Should Customer elect to have the Confidential Information defined in Section 7.1(i) and (ii) above returned upon expiration, it is the Customer’s responsibility to work with Arctic Wolf to ensure such information is returned prior to destruction. Sections 6 through 13, 14, and 15 will survive the non-renewal or termination of this Agreement.

15. Miscellaneous.

15.1 Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) on the next business day after the date sent, if sent for overnight delivery by a generally recognized international courier (e.g., FedEx, UPS, DHL, etc.) (receipt requested); or (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. For contractual purposes, Customer (1) consents to receive communications in an electronic form via the email address it provides via the Customer Portal; and (2) agrees that all agreements, notices, 790
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disclosures, and other communications that Arctic Wolf provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper. This Section does not affect Customer's non-waivable rights. Arctic Wolf’s address for notification purposes shall be: PO Box 46390, Eden Prairie, MN 55344, [email protected]. Customer’s address for notification purposes shall be as set forth on the Order Form. Either party may update its notice address upon written notice to the other party.

15.2 Unless Customer directs otherwise by sending an email to Arctic Wolf at [email protected], which direction may be given at any time, Customer agrees that Arctic Wolf may list Customer’s company name and/or logo (in accordance with any trademark guidelines Customer may provide) as an Arctic Wolf customer within its customer lists and for use with Arctic Wolf’s partners in a manner that does not suggest Customer’s endorsement of any specific Arctic Wolf Solution.

15.3 The parties to this Agreement are independent contractors. Neither party has the authority to bind the other party without the express written authorization of the other party. Nothing herein may be construed to create an employer-employee, franchisor-franchisee, agency, partnership, or joint venture relationship between the parties. Each party shall be primarily liable for the obligations of its respective Affiliates, agents, and subcontractors.

15.4 This Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Customer shall not be entitled to assign or otherwise transfer any of its rights and/or duties arising out of this Agreement and/or parts thereof to third parties, voluntarily or involuntarily, including by change of control, operation of law or any other manner, without Arctic Wolf’s express prior written consent.

Any purported assignment or other transfer in violation of the foregoing shall be null and void. No such assignment or other transfer shall relieve the assigning party of any of its obligations hereunder.

15.5 The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. The governing law and exclusive venue applicable to any lawsuit, settlement, or other dispute arising in connection with the Agreement will be determined by the location of Customer’s principal place of business (“Domicile”), as follows:

Domicile Governing Law Venue
United States (including, D.C. and its
inhabited territories) Delaware Kent County, Delaware
Canada Ontario Toronto
United Kingdom, Europe Union, Iceland,
Switzerland, Norway, Africa, Australia, New
Zealand
England & Wales London
The parties hereby irrevocably consent to the personal jurisdiction and venue as shown above. Unless prohibited by governing law or venue, or otherwise inapplicable, each party irrevocably agrees to waive jury trial. In all cases, the application of law will be without regard to, or application of, conflict of law rules or principles. Any dispute, controversy, or claim (including non-contractual disputes, controversies, or claims) arising out of or relating to this Agreement, the breach thereof, or its subject matter or formation, shall be referred to and finally determined by arbitration within the venue in the table above in English and in accordance with the JAMS International Arbitration Rules then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

15.6 To the extent permitted by law, each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose.

15.7 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

15.8 If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purpose of such void or unenforceable provision. Arctic Wolf does not accept, expressly or impliedly, and rejects and deems deleted any additional or different terms or conditions that Customer presents, including, but not limited to, any terms or conditions contained in Customer’s purchase order, or other such document, or established by trade usage or prior course of dealing.

15.9 This Agreement (including the URL Terms, and Order Form, and any other exhibit attached hereto) constitutes the parties’ entire agreement with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or understanding by and among the parties with respect to such subject matter, whether oral or written, provided that to the extent Customer uses any Arctic Wolf products, 791
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services, features, and/or functionalities (“New Products”) subject to terms not included in the Agreement, the relevant terms in effect at the time of first use at https://arcticwolf.com/terms/ shall be deemed to govern use of such New Products unless the parties agree otherwise in writing.

Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Except as otherwise provided herein, this Agreement may only be amended, modified, or supplemented only by an agreement in writing signed by each party.

15.10 In the event that Arctic Wolf receives personal healthcare information in the delivery of the Solutions, the parties agree to comply with the Business Associate Addendum (“BAA”) located at https://arcticwolf.com/terms/business-associate-addendum/ or such other equivalent agreement/addendum as required under applicable health information/privacy laws. In the event the parties have entered into a BAA or equivalent agreement in relation to protected health information, the parties intend for both this Agreement and BAA or equivalent agreement to be binding upon them and the BAA or equivalent agreement is incorporated into this Agreement by reference.

15.11 The parties have participated mutually in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted mutually by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. • 15.12 The parties have agreed that this Agreement as well as any notice, document or instrument relating to it be drawn up in English only; les parties aux présentes ont convenu que la présente convention ainsi que tous autres avis, actes ou documents s’y rattachant soient rédigés en anglais seulement.

15.13 Subject to the rights of Authorized Partners as expressly set out in the terms of this Agreement, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person. 792
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE

CITY COUNCIL MEETING
CITY OF SAN CLEMENTE 1
Meeting Date: June 17, 2025 Agenda Item: 11O.

Submitted By: Public Works
Prepared By: Ray Pantoja, Water Conservation Analyst
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING THE SECOND AMENDMENT TO THE

WATER CONSERVATION PARTICIPATION AGREEMENT BETWEEN THE CITY OF SAN

CLEMENTE AND THE MUNICIPAL WATER DISTRICT OF ORANGE COUNTY (MWDOC),

AUTHORIZING THE CITY MANAGER TO EXECUTE THE AMENDMENT, AND FINDING THE

PROJECT CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ..body
Fiscal Impact:

The City’s typical cost is approximately $50,000 per year depending upon the City’s customer level of participation in the regional rebate program administered through MWDOC’s Water Conservation Choice Program. Funding for the Second Amendment to the Water Conservation Participation Agreement is available in the Water Operating Fund, Water Conservation Program, Account No. 052-461-43690.

Summary:

Before the City Council is approval of the Second Amendment (Amendment) to the Water Conservation Participation Agreement (Agreement) with MWDOC, which will extend the Agreement from July 1, 2025 through June 30, 2035 (10 Years). This will allow the City to continue participation in MWDOC and Metropolitan Water District (MET) rebate programs. These rebates are made available to the City’s Water Utility customers. MWDOC provides administration and inspection for rebate programs for the installation of water efficient devices, such as, clothes washers, toilets, sprinkler nozzles, turf replacement, spray-to-drip irrigation conversion, landscape design, smart irrigation timers, and tree rebates. Under the Agreement, the City pays a portion of the administration costs to MWDOC, which is funded from the City’s Water Fund through the conservation program.

Background:

The City currently contracts with MWDOC under their Choice Water Use Efficiency Program, which allows the City to select from a menu of various Water Use Efficiency campaigns, including the administration of MET residential and commercial rebate programs. These rebates are made available to eligible City Water Utility customers. Current rebate programs are described in the summary.

These rebates encourage residents to implement water conservation practices with the goal of increasing water use efficiency and reducing water consumption. In addition, the rebate programs serve as an essential tool in helping the City meet its goals for compliance under upcoming State regulations related to water use efficiency and water conservation. 793
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CITY OF SAN CLEMENTE 2
Under the Agreement, the City pays MWDOC a portion of the administration costs. MWDOC has dedicated full-time staff to administer the rebate programs and they work in conjunction with City staff to make these rebates available to the City’s Water Utility customers.

The proposed Amendment is consistent with Section XI.A.1.5 of City Policy 201-2-1 (services and/or supplies obtained from or through agreement with any governmental, public or quasipublic entity are exempt from the City’s formal and informal solicitation process) because MWDOC is a public entity, is the City’s current imported water wholesaler and is a member agency of Metropolitan Water District. They have access to Metropolitan Water District grants, along with their own funding for water conservation rebate programs. Since the City is a member agency of MWDOC, the City may choose to participate in elective service programs administered by MWDOC. MWDOC is also the only agency offering these programs.

The current Agreement is set to expire on June 30, 2025. The Second Amendment will extend the Agreement from July 1, 2025 through June 30, 2035.

Council Options:
 Adopt Resolution No. 25-98, which would approve the Second Amendment to the Water Conservation Participation Agreement extending the Agreement from July 1, 2025 through June 30, 2035, authorize the City Manager to execute the Amendment and find the project categorically exempt from the California Environmental Quality Act (CEQA) under Class 7 of the state CEQA Guidelines Section 15307 (14 CCR Section 15307, Actions By Regulatory Agencies For Protection Of Natural Resources).
 Modify and adopt Resolution No. 25-98.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 25-98 to approve the Second Amendment to the Water Conservation Participation Agreement, which will end the Agreement as of July 1, 2025.

Environmental Review/Analysis:

The proposed City Council action to approve the Second Amendment to the Water Conservation Participation Agreement has no potential result in either a direct or physical change in the environment or a reasonably foreseeable indirect physical change in the environment. This action to be categorically exempt from the California Environmental Quality Act (CEQA) under Class 7 of the state CEQA Guidelines Section 15307 (14 CCR Section 15307, Actions By Regulatory Agencies For Protection Of Natural Resources). Class 7 consists of actions taken by regulatory agencies as authorized by state law or local ordinance to assure the maintenance, restoration, or enhancement of a natural resource where the regulatory process involves procedures for protection of the environment.

Recommended Actions:

Staff Recommendation ..recommendation
Staff recommends that the City Council adopt Resolution No. 25-98, which would:
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Meeting Date: June 17, 2025 Agenda Item: 11O.

CITY OF SAN CLEMENTE 3

1. Determine that this project is categorically exempt from the California Environmental Quality Act (CEQA) under Class 7 of the state CEQA Guidelines Section 15307 (14 CCR Section 15307, Actions By Regulatory Agencies For Protection Of Natural Resources).

2. Approve the Second Amendment to the Water Conservation Participation Agreement with the Municipal Water District of Orange County, extending the Agreement from July 1, 2025 through June 30, 2035.

3. Authorize the City Manager to execute the Second Amendment (Attachment 1). ..end
Attachments:

1. Second Amendment to the Water Conservation Participation Agreement

2. Resolution No. 25-98

3. 2015 MWDOC Water Conservation Participation Agreement

4. First Amendment to the Water Conservation Participation Agreement

5. Addenda FY 2024-2025 Rebates MWDOC WCPA
Notification:

None.
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San Clemente City CouncilJune 17, 2025

San Clemente City Council
June 17, 2025