San Clemente City Council
June 16, 2026

ATTACHMENT B

PAYMENT PROVISIONS

1. Compensation: Pursuant to Government Code Section 51350, City agrees to pay to County the full costs of performing the services mutually agreed upon in this Contract. The costs of services include salaries, wages, benefits, mileage, services, supplies, equipment, and divisional, departmental and County General overhead.

The Maximum Obligation of City for services to be provided by the County for the period July 1, 2026 through June 30, 2027 shall be $ (herein The County shall provide the City with a new Maximum Obligation prior to the start of the new fiscal year term for the remaining fiscal years included in this Contract Term, if applicable.

The overtime costs included in the Contract are only an estimate. Sheriff shall notify City of actual overtime worked during each fiscal year. If actual overtime worked is above or below budgeted amounts, billings will be adjusted accordingly at the end of the fiscal year. Actual overtime costs may exceed Maximum Obligation.

2. Personnel and Deployment:

A. City shall pay the full costs of employees in the following instances:

1. County-paid holidays.

2. Sick leave to the extent that it does not exceed the greater of a.) 12 days per year, per position, or b.) the amount of leave accrued by an employee assigned to City during the time he or she has been assigned to City.

3. Vacation leave to the extent it does not exceed an amount permitted by County to be accumulated by an employee at any one time.

4. Training as mandated by the California Commission on Peace Officers Standards and Training (P.O.S.T.) or as mandated by Sheriff.

5. Bereavement leave as authorized by County.

6. Jury duty leave as authorized by County.

7. Responses to mutual aid and natural or man-made disasters or emergencies, unless the County provides a replacement employee, in which case the City will pay for one employee.

B.

Department shall be considered vacant. The County will provide a credit to the City for the hours a position is vacant. The credit may be offset with overtime and reconciled at fiscal year-end.

C. The Sheriff shall not charge the City when an employee, usually assigned to the City, participates in specialized Sheriff services that are available throughout the County, including in City, in accordance with County Resolution No. 89-1160. If the Sheriff determines that overtime coverage of the City.

Notwithstanding the above, in the event that County personnel provide services in response to mutual aid and natural or man-made disasters or emergencies and the County subsequently receives reimbursement for those services, the County will credit the reimbursement to the City.

3. Invoice: County shall invoice City monthly and will require payment by City of one-twelfth (1/12) of the Maximum Obligation of City. If a determination is made that increases due to Employee Bargaining must be paid, County thereafter shall include the pro-rata charges for such increases in its monthly invoices to City for the balance.

4. Employee Bargaining: At the time this Contract is executed, there may be unresolved issues pertaining to potential changes in salaries and benefits for County employees. If changes result in the County incurring or becoming obligated to pay for increased costs for or on account of personnel whose costs are included in the calculations of costs charged to City hereunder, City shall pay County, the full costs of said increases to the extent 778
County of Orange
Sheriff Coroner Department
Page of 2
such increases are attributable to work performed by such personnel after the starting date of this Contract. City shall pay County in full for such increases on a pro-rata basis over the portion of the Contract term remaining after County notifies City that increases are payable.

If City is required to pay for such increases, County, at the request of City, will thereafter reduce the level of service provided to City to a level that will make the Maximum Obligation of City an amount specified by City.

The purpose of such adjustment of service levels will be to give City the option of keeping its Maximum Obligation hereunder at the pre-increase level or at any other higher or lower level specified by City. In the event of such reduction in level of service and adjustment of costs, the parties shall execute an amendment to this Contract. Decisions about how to reduce the level of service provided to City shall be made by Sheriff with the approval of City.

5. Billing Policy:

Billing Policy dated October 27, 1992. The provisions of the policy, including a discount for early payment, shall apply to this Contract. Payments made electronically via a credit card or through a banking system that charges Merchant Fees, Service Fees, or any other Fees shall be the responsibility of the City. If the County is charged any of the before mentioned fees, the City shall be responsible for payment of these fees to the County.

6. Late Penalties: County shall charge City late payment penalties in accordance with County Billing Policy.

7. Licensing Payments: As payment for the Licensing Services described in this Contract, County shall retain all fees paid by applicants for licenses pursuant to City ordinances. Retention of said fees by County shall constitute payment in full to County for costs incurred by County in performing the functions related to licensing; provided, however, that if any of said fees are waived or reduced by City, City shall pay to County the difference time this Contract was executed. If City increases the fee schedule for the licensing ordinances, either party shall have the right to seek amendment of this Contract with respect to the division of the increased fees between City and County.

8. Fees: Fees generated or collected by Sheriff contract personnel for response to false alarms or copying of documents related to the services provided in this Contract will be at County-established rates and will be credited to City on an annual basis. Narcotic asset forfeitures will be handled pursuant to Attachment G.

Revenue generated by City fees, including but not limited to the following, will be at rates established by City and will be retained by City:
a. Bicycle licensing
b. Fingerprinting
c. Visa letters
d. Report duplication
e. DUI cost recovery
f. Special police services
779

ATTACHMENT C
Title Detail Quantity
Cost of Service
(each)
Cost of Service
Total
MANAGEMENT:

Captain 1.00 511,251 $ 511,251 $
SUPERVISION:

Sergeant Administrative 1.00 411,617 $ 411,617 $
Sergeant Patrol 5.00 411,617 $ 2,058,085 $
INVESTIGATION SERVICES:

Investigator 3.00 402,612 $ 1,207,836 $
PATROL , COMMUNITY SUPPORT, SPECIAL ENFORCEMENT, TRAFFIC AND PARKING SERVICES*:

Deputy Sheriff II Patrol, DET, & SRO 39.00 329,267 $ 12,841,413 $ Deputy Sheriff II - Motor Traffic 2.00 339,615 $ 679,230 $ ADDITIONAL SERVICES:

Community Services Officer Parking Control 4.00 166,153 $ 664,612 $ Staff Specialist 1.00 154,373 $ 154,373 $
Office Specialist City Support Services 1.00 132,061 $ 132,061 $ Crime Prevention Specialist 1.00 125,434 $ 125,434 $
TOTAL POSITIONS 58.00 18,785,912 $
REGIONAL / SHARED STAFF:

Title Regional Team Quantity % Allocation Cost $
TRAFFIC:

Sergeant Traffic 0.60 12.37% 33,322 $
Investigator Traffic 1.00 12.37% 44,505 $
Deputy Sheriff II Traffic 3.00 12.37% 150,714 $
Investigative Assistant Traffic 2.00 12.37% 47,254 $
AUTO THEFT:

Sergeant Auto Theft 0.30 9.94% 13,337 $
Investigator Auto Theft 2.00 9.94% 83,282 $
Investigative Assistant Auto Theft 1.00 9.94% 19,133 $
Office Specialist Auto Theft 1.00 9.94% 14,254 $
DET:

Sergeant DET 1.00 4.94% 25,957 $
Investigator DET 1.00 4.94% 22,452 $
COURTS:

Investigative Assistant Courts 2.00 26.67% 95,366 $
MOTORCYCLE (shared Supervision):

Sergeant Motorcyle Supervision 1.00 7.02% 32,362 $
TOTAL REGIONAL/SHARED 15.90 581,938 $
OTHER CHARGES AND CREDITS):

OTHER CHARGES:

CREDITS:

TOTAL OTHER CHARGES AND CREDITS 3,331,636 $
TOTAL COST OF SERVICES 22,699,486 $

ORANGE COUNTY SHERIFF-CORONER

CITY OF SAN CLEMENTE
FY 2026-27

LEVEL OF SERVICE
Credits include: AB 109 (2011 Public Safety Realignment); estimated vacancy credits; False Alarm fees, reimbursement for training and miscellaneous programs.

Other Charges include: Annual leave paydowns and apportionment of cost of leave balances paid at end of employment; Body Worn Camera (BWC) and In Car Video (ICV); contract administration; data line charges; enhanced helicopter response services; E-Citation recurring costs for two (2) units; holiday pay; Integrated Law & Justice of Orange County fees; Mobile Data Computer (MDC) recurring cost for twenty seven (27) units; overtime; patrol training cost allocation; premium pay for bilingual staff, education incentive pay, MART pay and on-call; services and supplies; and transportation charges.

LAW ENFORCEMENT CONTRACT

780
781

782

783

784

785
786
787
788
789
790
791
792
OCSD
BUDGET

USE ONLYR E Q U E S T C ER TI FI C AT I O N A P P R O V A L S

ORANGE COUNTY SHERIFF-CORONER

TRAFFIC VIOLATOR APPREHENSION PROGRAM

CONTRACT CITY
Participating City Request to Purchase From the TVA in FY Date

APPLICABILTY

QUANTITY ITEM DESCRIPTION TO TVA PROGRAM ESTIMATED COST

THE CITY CERTIFIES THAT THE EQUIPMENT PURCHASED BY CITY AND TO BE REIMBURSED BY PROGRAM FUNDS

WILL BE USED FOR ITS ENTIRE USEFUL LIFE EXCLUSIVELY FOR THE PURPOSES OF THE TRAFFIC VIOLATOR

APPREHENSION PROGRAM
CITY MANAGER REQUEST:

Printed Name
Signature: DATE
Recommended For Approval

CITY POLICE SERVICES CHIEF MANAGER TVA PROGRAM

ORANGE COUNTY SHERIFF-CORONER DEPARTMENT
793
5/7/2020 Rev.

ATTACHMENT

POLICY FOR DISTRIBUTION OF FORFEITED AND SEIZED ASSETS

BACKGROUND
The Orange County Sheriff’s Department provides contract law enforcement services to cities in Orange County. Because of the increased likelihood that contracted patrol or investigation personnel may become involved in significant narcotic seizures, which could affect law enforcement services provided by the Sheriff’s Department to contract cities, the following policy is in effect.

CONTRACTED PATROL AND INVESTIGATION OFFICERS
When assets (cash or property) are seized in CITY by contracted patrol or investigation personnel, and subsequently forfeited to COUNTY’s Sheriff Department, hereinafter referred to as “SHERIFF”, the forfeited assets shall be shared with CITY as set forth below, for the purpose of augmenting law enforcement services in CITY, subject to guidelines by the forfeiting agency of such sharing and use of forfeited assets. A portion of forfeited assets may be retained by SHERIFF, to pay for departmental expenses not recovered through law enforcement contracts.

In such cases, pursuant to the forfeiting agency’s guidelines, SHERIFF shall apply to the forfeiting agency for the return of a share of assets. In his application, SHERIFF shall specify the percentage of shared assets returned to SHERIFF that will be used to augment law enforcement services in CITY and the use of said assets by CITY.

In those cases in which assets are seized within CITY by personnel assigned to CITY pursuant to this Agreement, without the involvement of other law enforcement personnel, and in which the seizure is a result solely of activities self-initiated by SHERIFF personnel assigned to CITY or initiated by said personnel in response to calls for service within CITY, SHERIFF shall apply to have all of the assets used to augment CITY law enforcement services.

In those cases in which SHERIFF personnel assigned to CITY pursuant to this Agreement play an ancillary role in a seizure or in which other law enforcement personnel are involved in a seizure, SHERIFF shall determine the percentage of the total forfeited assets for which he will apply to augment CITY’s law enforcement services. This determination will be based on the circumstances of the seizure, including the pro-rata involvement of all personnel, including those assigned to CITY.

Each seizure will be evaluated on an individual and independent basis, and said evaluations will be available for review to CITY’s manager. Examples of those incidents which would be evaluated as set forth in this section include situations in which a contract patrol deputy provides uniformed backup at a SHERIFF’s Narcotic Bureau search warrant location or in which contract investigators participate in the service of a search warrant that was initiated by non-contract law enforcement personnel.

Assets (cash or property) that are returned to SHERIFF by the forfeiting agency with the understanding that they will be used to augment CITY law enforcement services shall be used by CITY and SHERIFF only for such purposes. If the forfeiting agency attaches additional or more specific conditions to the use of said assets, CITY and SHERIFF shall also abide by those conditions. SHERIFF and CITY’s manager shall determine the specific use of said assets within the conditions imposed by the forfeiting agency.

County of Orange Law Enforcement Services Page 1 of 1
Sheriff Coroner Department

ATTACHMENT H

SPECIAL SERVICES
San Clemente
The County, by and through Sheriff, has entered into a separate License Agreement with Villa San Sheriff to have satellite office space at The Outlets at San Clemente (hereinafter referred to as heriff ity. City will not be a party to this
License Agreement but agrees to provide the following contributions for the development and financial support of the License Area: City will reimburse Sheriff for interior maintenance, repairs and janitorial services and supplies for the License Area that occur after the Commencement Date of the License.
795
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 16, 2026 Agenda Item: 11J.

Submitted By: Information Technology
Prepared By: Kade Boisseranc, IT Manager
Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 26-120 AWARDING BID IT-56 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 $81,682.12 FOR A ONE ..body-YEAR TERM 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, 2026.

Before the City Council is consideration of Resolution No. 26-120, awarding Bid IT-56 to Savant Solutions for the purchase of ArcticWolf services in an amount not to exceed $81,682.12, which would continue 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 one of two bidders and the low 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.

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.
796
Meeting Date: June 16, 2026 Agenda Item: 11J.

CITY OF SAN CLEMENTE 2
Discussion:

On May 21, 2026, the City published a notice inviting bids for renewal of the ArcticWolf services for a one-year period. Two bids were received and opened on May 28, 2026. No bids were received from local vendors. Savant Solutions, Inc. provided the lowest responsive and responsible bid, in the amount of $81,682.12.

Considerations Identified by Staff:

The City’s information technology resources are under constant threat of malicious actors, requiring continuous monitoring of perimeter firewalls, network equipment, servers, and email system, as well a layered approach to endpoint protection. ArcticWolf provides 24x7x365 monitoring, protection, and expertise in a cost-effective manner. Performing these functions with in-house staff would be cost-prohibitive, and failure to perform these services would expose the City to greater risk of cyber-attack.

Council Options:
 Adopt Resolution No. 26-120, awarding Bid IT-56 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 $81,682.12 for a one-year term.  Modify and adopt Resolution No. 26-120.
 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).

Fiscal Impact:

The total amount of the purchase for one year of ongoing service, maintenance and support is not to exceed $81,682.12. This amount is within the FY 2026-27 Adopted Budget in the Information Technology Fund Account No. 063-241-43456-000-00000.

Potential Action(s):
..recommendation
If the City Council concurs with the information provided within this report, the appropriate action would be to adopt Resolution No. 26-120 , which would:

1. Award Bid IT-56 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 $81,682.12, 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.
797
Meeting Date: June 16, 2026 Agenda Item: 11J.

CITY OF SAN CLEMENTE 3
..endAttachment:

1. Resolution No. 26-120

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

3. ArcticWolf Solutions Agreement
Notification:

Savant Solutions, Inc.
798
Attachment 1
RESOLUTION NO. 26-120

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN CLEMENTE, CALIFORNIA, AWARDING BID IT-25 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 $81,682.12 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 May 28, 2026, the City received the low bid in the amount of $81,682.12 for ArcticWolf; and
WHEREAS, Savant Solutions, Inc. was the lowest responsive and responsible bidder with a bid of $81,682.12.

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 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 $81,682.12 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 16, 2026, 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 PASSED AND ADOPTED this _____ day of June, 2026.
799
Resolution No. 26-120 Page 2
ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City of San Clemente, California 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. 26-120 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
800
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
Attachment 2
801

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

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
802

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
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
803

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

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
804

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

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.
805

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 6
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
806

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 7

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.
807

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 8

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
808

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 9
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.
809

SOFTWARE LICENSING PROGRAM (SLP)
SAVANT SOLUTIONS, INC.

SLP-23-70-0276O
BUILDING GREEN • BUYING GREEN • WORKING GREEN 10
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.
810

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,
811

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
812
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: $ 813

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. 814
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
815
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
816
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
81723
Arctic Wolf Networks –Solutions Agreement
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 81824
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 3 of 11
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 81925
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 4 of 11
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 26 I ■
820
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 5 of 11
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 27 I ■
821
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 6 of 11
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 82228
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 7 of 11
(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 29 I ■
823
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 8 of 11
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.
30 I ■
824
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 9 of 11

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, 31 I ■
825
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 10 of 11
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, 82632
Arctic Wolf Networks –Solutions Agreement
Last Updated: 2025.05 Page 11 of 11
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. 82733
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 16, 2026 Agenda Item: 11K.

Submitted By: Beaches, Parks and Recreation
Prepared By: Samantha Wylie, Beaches, Parks and Recreation Director Subject:
..titl e

CONSIDERATION OF A RESOLUTION TO APPROVE A THIRD AMENDMENT TO

AGREEMENT FOR MAINTENANCE SERVICES FOR STREET SWEEPING WITH SCA OF CA,

LLC, AUTHORIZE THE CITY MANAGER TO EXECUTE THE AMENDMENT AND FINDING

THE ACTION CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ..body
Summary:

Staff recommends approval of a Third Amendment to the Agreement for Maintenance Services for Street Sweeping with SCA of CA, LLC to continue citywide street sweeping services on a month-to-month basis beginning July 1, 2026. The amendment will ensure uninterrupted service while staff completes an evaluation of long-term service delivery alternatives, including maintaining contracted services, transitioning operations in-house, or modifying service levels.

Staff anticipates returning to the City Council in Fall 2026 with a comprehensive report evaluating operational, financial, and service-level considerations associated with each alternative. The proposed month-to-month extension preserves flexibility while avoiding a long-term contractual commitment prior to the City Council's consideration of those options.

Background:

The City entered into an agreement with SCA of CA, LLC in 2021 for citywide street sweeping services. The agreement has subsequently been extended through two approved amendments and is currently scheduled to expire on June 30, 2026.

Street sweeping is a core municipal service that supports roadway maintenance, neighborhood appearance, and stormwater quality objectives by removing debris and pollutants from public streets before they enter the storm drain system.

As part of the Fiscal Year 2026-27 budget process, staff initiated an evaluation of future street sweeping operations. Preliminary analysis identified potential opportunities to transition services in-house; however, additional review is necessary to fully evaluate operational requirements, equipment needs, staffing impacts, implementation timelines, service levels, and long-term financial considerations.

Discussion:

The proposed Third Amendment continues the existing street sweeping agreement on a monthto-month basis while staff completes its evaluation of future service delivery options. Maintaining the current service model during this period ensures uninterrupted operations and allows 828
Meeting Date: June 16, 2026 Agenda Item: 11K.

CITY OF SAN CLEMENTE 2
sufficient time for staff to complete a comprehensive analysis before bringing recommendations forward for City Council consideration.

Staff is currently evaluating several alternatives, including continuation of contracted services, transitioning operations to City staff and equipment, modifying service frequencies, and other service delivery models. Each option presents unique operational, financial, and implementation considerations that warrant further analysis prior to making a long-term commitment.

The month-to-month structure is advantageous because it provides continuity of service while preserving flexibility. Should the City Council determine that an alternative service model is in the City's best interest, the agreement may be terminated without the constraints associated with a traditional multi-year contract. Staff believes this approach balances fiscal responsibility, operational flexibility, and uninterrupted service delivery.

Considerations Identified by Staff:

Staff has evaluated several alternatives for providing street sweeping services beyond June 30, 2026. These alternatives include continuing the existing contracted service model, transitioning services to City staff and equipment, modifying service frequencies, or pursuing a future competitive procurement process.

At this time, staff believe it is premature to recommend a permanent service delivery model without completing a comprehensive operational and financial analysis. Allowing the current agreement to continue on a month-to-month basis provides uninterrupted service while preserving the City's flexibility to implement future Council direction.

The proposed amendment also avoids the need to commit to a longer-term contract before the evaluation is complete. The month-to-month structure allows the City to terminate the agreement if Council elects to transition services in-house or pursue another alternative. Staff believes this approach balances service continuity, fiscal responsibility, and operational flexibility.

Council Options:
 Adopt the Resolution approving the Third Amendment to the Agreement for Maintenance Services for Street Sweeping with SCA of CA, LLC and finding the project statutorily exempt from the California Environmental Quality Act (CEQA).
 Direct staff to negotiate alternative terms for continuation of street sweeping services and return to Council with a revised agreement.
 Provide alternative direction regarding future street sweeping service delivery and contract administration.

Environmental Review/Analysis:

The project is categorically exempt from CEQA under Class 1 (Existing Facilities, 14 CCR 15301) of the state CEQA Guidelines section 15301 because, as street sweeping, it consists of maintenance of existing public facilities with negligible or no expansion of existing or former use. 829
Meeting Date: June 16, 2026 Agenda Item: 11K.

CITY OF SAN CLEMENTE 3
Fiscal Impact:

The proposed amendment does not require any additional appropriations. Sufficient funding for street sweeping services is included within the adopted Fiscal Year 2026-27 Adopted Budget.

The amendment provides continuity of service while City Council considers future operational alternatives and does not increase the current budget authority beyond appropriations already approved by the City Council.

The amendment establishes a not-to-exceed annual compensation amount of $619,072.29, reflecting a 3.5 percent CPI adjustment requested by the contractor. Actual expenditures will depend on the duration of the month-to-month continuation period and may be less if the agreement is terminated prior to the maximum extension period.

Potential Action(s):
..recommendation
If the City Council concurs with the information in the staff report, the appropriate action would be to adopt Resolution No. 26-121, which will:

1. Find the project categorically exempt from CEQA under Class 1 (Existing Facilities, 14 CCR 15301) of the state CEQA Guidelines section 15301;

2. Approve a Third Amendment to the Agreement for Maintenance Services for Street Sweeping with SCA of CA, LLC, extending the agreement on a month-to-month basis for a period not to exceed fourteen (14) months; and

3. Authorize the City Manager to execute the amendment. ..end
Attachment:

1. Resolution No. 26-121

2. Third Amendment to Maintenance Services Agreement for Street Sweeping Notification:

SCA of CA, LLC
830
Attachment 1
RESOLUTION NO. 26-121

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING A THIRD

AMENDMENT TO THE AGREEMENT FOR MAINTENANCE

SERVICES FOR STREET SWEEPING WITH SCA OF CA,

LLC, AUTHORIZING THE CITY MANAGER TO EXECUTE

THE AMENDMENT AND FINDING THE PROJECT
CATEGORICALLY EXEMPT FROM CEQA UNDER CLASS 1
(EXISTING FACILITIES, 14 CCR 15301) OF THE STATE
CEQA GUIDELINES SECTION 15301
WHEREAS, the City of San Clemente ("City") entered into an Agreement for Maintenance Services for Street Sweeping on May 18, 2021, with Cannon Pacific Services, Inc. dba Pacific Sweeping for citywide street sweeping services; and WHEREAS, SCA of CA, LLC subsequently acquired Cannon Pacific Services, Inc. and assumed all rights and obligations under the Agreement; and WHEREAS, the City Council previously approved two contract amendments extending the Agreement to provide street sweeping services through June 30, 2026; and WHEREAS, street sweeping is an important municipal service that supports roadway maintenance, neighborhood appearance, and stormwater quality objectives by removing debris and pollutants from public streets before they enter the City's storm drain system and local waterways; and
WHEREAS, the City is currently evaluating long-term service delivery alternatives for street sweeping services, including continuation of contracted services, transitioning operations in-house, modifications to service levels, and other operational alternatives; and WHEREAS, staff anticipates returning to the City Council in Fall 2026 with a comprehensive evaluation of street sweeping service delivery options, including operational, financial, staffing, equipment, and implementation considerations; and WHEREAS, approval of a month-to-month continuation of the existing Agreement will ensure uninterrupted street sweeping services while preserving flexibility for future City Council direction and is in the best interests of the City and the public.

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

SECTION 1. The foregoing recitals are true and correct and fully incorporated herein as findings.

SECTION 2. Based on a review of the record as a whole, the City Council hereby finds and determines that this project is categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR 15301) of the 831
Resolution No. 26-121 Page 2
state CEQA Guidelines section 15301 because, as street sweeping, it consists of maintenance of existing public facilities with negligible or no expansion of existing or former use.

SECTION 3. The City Council hereby approves a Third Amendment to the Agreement for Maintenance Services for Street Sweeping with SCA of CA, LLC to extend the Agreement, as previously amended, on a month-to-month basis beginning July 1, 2026 and extending up to a maximum of fourteen (14) months, with total annual compensation not to exceed $619,072.29, and implementing a 3.5 percent consumer price index adjustment.

SECTION 4. The City Manager is hereby authorized and directed to execute such Third Amendment in substantially the same form as presented to the City Council on June 16, 2026.

SECTION 5. 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 ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City of San Clemente, California San Clemente, California
832
Resolution No. 26-121 Page 3

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. 26-121 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
833
Attachment 2

THIRD AMENDMENT TO

AGREEMENT FOR MAINTENANCE SERVICES FOR

STREET SWEEPING (MONTH-TO-MONTH CONTINUATION OF SERVICES) This Third Amendment to the Agreement for Maintenance Services for Street Sweeping (this “Third Amendment”) is made and entered into effective the first day of July, 2026, by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and SCA of CA, LLC, a Delaware corporation with its principal place of business Located At 4141 Rockside Road, Suite 100, Seven Hills, OH 44131 (“Contractor”).

R E C I T A L S:

A. City and Contractor (fka "Cannon Pacific Services, Inc. dba Pacific Sweeping”) entered into that certain Agreement for Maintenance Services for Street Sweeping (the “Original Agreement”) on or about May 18, 2021.

B. SCA of CA, LLC purchased all issued and outstanding stock of "Cannon Pacific Services, Inc. dba Pacific Sweeping" on February 23, 2021.

C. Cannon Pacific Services, Inc. assigned its rights and obligations under the Original Agreement to SCA of CA, LLC, which SCA of CA, LLC accepted and assumed as part of the First Amendment to the Agreement entered into on or about July 17, 2024.

D. Section 3.1.2 of the Original Agreement specifies an initial term through June 30, 2024, with the option to extend the total Agreement term by up to two (2) additional one-year terms.

E. Effective July 1, 2024, City and Contractor amended the Agreement to exercise the first one-year term extension to provide for City-wide street sweeping from July 1, 2024 to June 30, 2025 (“First Amendment”).

F. On or about June 17, 2025, City and Contractor further amended the Agreement to exercise the second one-year term extension, to provide for City-wide street sweeping from July 1, 2025 to June 30, 2026 (“Second Amendment”).

G. The Original Agreement, as amended by the First Amendment and the Second Amendment, is hereafter referred to as the “Agreement.” H. The City is currently evaluating long-term service delivery options for street sweeping services, including continued contracted services, modified service levels, and potential transition to an in-house operational model. The City requires additional time to complete this evaluation and present recommendations to the City Council.

I. Section 3.3.6 of the Agreement specifies the rate set forth may be adjusted each year at the time of renewal.

J. To ensure continuity of street sweeping services during the evaluation period, City and Contractor desire to continue the Agreement on a month-to-month basis beginning July 1, 2026, for a period not to exceed fourteen (14) months, unless earlier terminated in accordance with the Agreement.
834
4923-9551-1634 v2 2 of 6 05/11/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@68145a01\@[email protected] K. Contractor has proposed a 3.5% Consumer Price Index adjustment to the existing compensation rates effective July 1, 2026, and City desires to incorporate the adjusted rates during the continuation period.

L. City and Contractor desire to amend the Agreement in the manner provided herein.

COVENANTS
Section 1: Section 3.1.2 of the Agreement titled “Term” is hereby replaced in its entirety with the following:

3.1.2 Term.

The term of the Agreement shall commence on July 1, 2021. Beginning July 1, 2026, the Agreement shall automatically continue on a month-to-month basis until terminated by either Party upon written notice in accordance with the provisions of this Agreement or until August 31, 2027, whichever is earlier.

In addition to the other termination provisions in this Agreement, either Party may terminate the Agreement without cause upon at least thirty (30) days written notice to the other Party.

Section 2: Section 3.3.1 of the Agreement titled “Compensation” is hereby amended to add the following:

The compensation for services rendered beginning July 1, 2026 shall reflect a 3.5% Consumer Price Index adjustment to the existing compensation rates in the Agreement and shall not exceed a total of Six Hundred Nineteen Thousand Seventy-Two Dollars and Twenty-Nine Cents ($619,072.29) on an annualized basis, prorated as applicable based upon the actual duration of services provided on a month-to-month basis.

This Agreement may be terminated at any time in accordance with its provisions and compensation shall be limited to services actually performed through the termination date.

Section 3: Except as expressly amended by this Third Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

Section 4: The Parties acknowledge that this Third Amendment is intended solely to provide continuity of service while the City evaluates future service delivery options. Nothing contained herein shall create any expectation of future contract extensions, renewals, or continued services beyond the continuation period authorized herein. (SIGNATURES ON FOLLOWING PAGE)
835
4923-9551-1634 v2 3 of 6 05/11/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@68145a01\@[email protected] IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment 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: __________________, 2026
_____________________________
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
SCA OF CA, LLC.
(“CONTRACTOR”)
By:

Jonathan Sisler, CEO
Dated: _______________, 2026
836
4923-9551-1634 v2 4 of 6 05/11/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@68145a01\@[email protected] EXHIBIT “A”

COST PROPOSAL FORM
(Included on the following pages)
837
4923
-9551-1634 v25 of 605/11/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@68145a01\@[email protected] 838 4923
-9551-1634 v26 of 605/11/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@68145a01\@[email protected] 839 910 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 16, 2026 Agenda Item: 11L.

Submitted By: Beaches, Parks and Recreation
Prepared By: Samantha Wylie, Beaches, Parks and Recreation Director Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 26-122, APPROVING AMENDMENTS TO MAINTENANCE SERVICES AGREEMENTS FOR JANITORIAL SERVICES (C23-31), DOWNTOWN PRESSURE WASHING (C23-33), LANDSCAPE MAINTENANCE OF CITY PROPERTIES WEST OF INTERSTATE 5 (C23-34), AND ATHLETIC FIELD INFIELD AND TRACK MAINTENANCE (C23-32)
..body
Summary:

The City contracts with specialized maintenance service providers to support operations at City facilities, parks, athletic fields, and the Downtown area. The existing agreements for janitorial services, downtown pressure washing, athletic field infield and track maintenance, and landscape maintenance of City properties west of Interstate 5 expire on June 30, 2026, and each agreement includes provisions allowing for contract extensions and compensation adjustments.

Staff recommends approving amendments to extend all four agreements through June 30, 2027, and authorize associated compensation adjustments. Staff has evaluated contractor performance and determined that each contractor continues to provide satisfactory service and remains responsive to City needs. Extending the agreements will ensure continuity of service and avoid disruptions to ongoing maintenance operations.

Background:

The City utilizes specialized maintenance contractors to supplement City maintenance operations and provide essential services at parks, recreation facilities, civic buildings, and the Downtown area. These services include janitorial maintenance of City facilities, pressure washing within the Downtown area, and maintenance of athletic field infields and the Forster Ranch Park track.

The existing agreements were competitively procured and previously approved by the City Council. Each agreement includes provisions allowing the City to extend the contract term and provides for compensation adjustments at the time of renewal with City Council approval.

The current contract terms expire on June 30, 2026.

Discussion:

Staff has evaluated the performance of each contractor and determined that all four firms continue to provide high-quality services and remain responsive to City needs. Exercising the available extension options will provide continuity of service and avoid disruption to ongoing maintenance operations.
840
Meeting Date: June 16, 2026 Agenda Item: 11L.

CITY OF SAN CLEMENTE 2
Janitorial Services – Omniclean (C23-31)
The City's agreement with Omni Enterprise, Inc. dba Omniclean was originally approved in June 2022 and provides janitorial services at various City facilities. The proposed amendment exercises the final one-year extension authorized under the agreement and extends the contract through June 30, 2027.

As proposed, the annual compensation for the extension term will increase from $479,020 to $502,771, including supplemental services.

Downtown Pressure Washing – Powerclean (C23-33)
The City's agreement with Powerclean was originally approved in June 2023 and provides pressure washing services throughout the Downtown area. The proposed amendment exercises the first one-year extension and applies a 3.7% Consumer Price Index (CPI) adjustment as permitted under the agreement.

As proposed, the annual compensation will increase from $66,950 to $69,426.96 for Fiscal Year 2026-27.

The amendment also reflects the contractor's incorporation and legal name change from Dave Ausmus dba Powerclean to Powerclean PC Pressure Washing, Inc.

Athletic Field Infields and Track Maintenance – PSFM (C23-32) The City's agreement with Professional Sports Field Maintenance, Inc. was originally approved in June 2023 and provides maintenance services for athletic field infields and the municipal track.

The proposed amendment exercises the first one-year extension and incorporates a four percent CPI-related increase requested by the contractor. The annual base compensation would increase from $510,000 to $530,400. Including the existing supplemental services allowance of $25,000, the total annual not-to-exceed amount would be $555,400.

The requested increase is intended to offset rising labor, fuel, insurance, and equipment costs while maintaining existing service levels.

Landscape Maintenance – Priority Landscape Services (C23-34) The City's agreement with Priority Landscape Services, LLC was originally approved in June 2023 and provides landscape maintenance services for City parks, facilities, and public properties located west of Interstate 5.

The proposed amendment exercises the first one-year extension authorized under the agreement and applies a 3.4 percent CPI adjustment as permitted under the contract. The annual base compensation would increase from $477,000 to $493,218. Including the existing supplemental services allowance of $125,000, the total annual not-to-exceed amount would be $618,218. 841
Meeting Date: June 16, 2026 Agenda Item: 11L.

CITY OF SAN CLEMENTE 3
Priority Landscape Services maintains numerous highly visible public facilities, including parks, landscaped medians, civic facilities, beach-related properties, and community gathering spaces.

Staff has found the contractor's performance to be satisfactory and recommends approval of the amendment.

Staff has reviewed the requested compensation adjustments and determined that they are reasonable and consistent with current market conditions and contractual renewal provisions.

Considerations Identified by Staff:

Staff recommends extending the existing agreements based on the contractors' demonstrated performance, responsiveness, and familiarity with City facilities and operational requirements.

Collectively, these agreements provide critical maintenance services supporting City parks, athletic facilities, landscaped public spaces, buildings, and the Downtown area. Re-soliciting these services at this time is not anticipated to result in significant cost savings and could create service disruptions during the transition to new contractors.

The proposed compensation adjustments are consistent with the renewal provisions contained in the agreements and reflect increases in labor, fuel, insurance, equipment, and other operating costs. Staff has reviewed the requested adjustments and determined they are reasonable and appropriate for the services provided.

Council Options:

1. Adopt Resolution No. 26-122, which will approve the proposed amendments and authorize the City Manager to execute the agreements.

2. Direct staff to solicit new bids for one or more of the services.

3. Provide alternative direction to staff.

Environmental Review/Analysis:

These projects were previously determined to be exempt from the California Environmental Quality Act (CEQA).

Fiscal Impact:

Funding for these agreements is included in the Fiscal Year 2026-27 Operating Budget within the Maintenance Services Division budget.

Potential Action(s):
..recommendation
If the City Council concurs with the contents of the staff report, the appropriate action would be to adopt Resolution No. 26-122, which will:

1. Approve the Second Amendment to the Agreement for Maintenance Services for Janitorial Services with Omni Enterprise, Inc. dba Omniclean, extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed $502,771; 842
Meeting Date: June 16, 2026 Agenda Item: 11L.

CITY OF SAN CLEMENTE 4

2. Approve the First Amendment to the Agreement for Maintenance Services for Downtown Pressure Washing with Powerclean PC Pressure Washing, Inc., extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed $69,426.96;

3. Approve the First Amendment to the Agreement for Maintenance Services for Infields and Track Maintenance with Professional Sports Field Maintenance, Inc. (PSFM), extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed $555,400;

4. Approve the First Amendment to the Agreement for Maintenance Services for Landscape Maintenance of City Properties West of Interstate 5 with Priority Landscape Services, LLC, extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed $618,218; and

5. Authorize the City Manager to execute the amendments. ..end
Attachment:

1. Resolution No. 26-122

2. Second Amendment to Agreement for Janitorial Services with Omniclean

3. First Amendment to Agreement for Downtown Pressure Washing with Powerclean

4. First Amendment to Agreement for Infields and Track Maintenance (PSFM)

5. First Amendment to Agreement for Landscape Maintenance of City Properties West of Interstate 5 with Priority Landscape Services
Notification:

Contractors
843
Attachment 1
RESOLUTION NO. 26-122

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING

AMENDMENTS TO MAINTENANCE SERVICES

AGREEMENTS FOR LANDSCAPE MAINTENANCE OF CITY
PROPERTIES WEST OF INTERSTATE 5, JANITORIAL

SERVICES, DOWNTOWN PRESSURE WASHING, AND
ATHLETIC FIELD INFIELD AND TRACK MAINTENANCE;

AND AUTHORIZING THE CITY MANAGER TO EXECUTE

THE AGREEMENTS
WHEREAS, the City of San Clemente has entered into maintenance services agreements for landscape maintenance of City properties west of Interstate 5, janitorial services, downtown pressure washing, and athletic field infield and track maintenance; and
WHEREAS, each agreement includes provisions allowing for one-year contract extensions and compensation adjustments at the time of renewal; and WHEREAS, the current contract terms expire on June 30, 2026; and WHEREAS, staff has evaluated the performance of the contractors and determined that each contractor continues to provide satisfactory services and remains responsive to the City's operational needs; and
WHEREAS, the proposed amendments exercise available contract extensions and provide compensation adjustments to account for increases in labor, fuel, insurance, equipment, materials, and other operating costs; and
WHEREAS, approval of the amendments will ensure continuity of maintenance services at City facilities, parks, athletic fields, landscaped public areas, and the downtown area and are in the best interests of the City and the public; and WHEREAS, the projects have previously been determined to be exempt from the California Environmental Quality Act ("CEQA").

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

SECTION 1. The foregoing recitals are true and correct and are incorporated fully herein by this reference.

SECTION 2. The City Council hereby approves the First Amendment to the Agreement for Maintenance Services for Landscape Maintenance of City Properties West of Interstate 5 with Priority Landscape Services, LLC, extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed Six 844
Resolution No. 26-122 Page 2
Hundred Eighteen Thousand Two Hundred Eighteen Dollars ($618,218.00).

SECTION 3. The City Council hereby approves the Second Amendment to the Agreement for Maintenance Services for Janitorial Services with Omni Enterprise, Inc. dba Omniclean, extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed Five Hundred Two Thousand Seven Hundred Seventy-One Dollars ($502,771.00).

SECTION 4. The City Council hereby approves the First Amendment to the Agreement for Maintenance Services for Downtown Pressure Washing with Powerclean PC Pressure Washing, Inc., extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed Sixty-Nine Thousand Four Hundred Twenty-Six Dollars and Ninety-Six Cents ($69,426.96).

SECTION 5. The City Council hereby approves the First Amendment to the Agreement for Maintenance Services for Infields and Track Maintenance with Professional Sports Field Maintenance, Inc., extending the agreement through June 30, 2027, and increasing the annual compensation to an amount not to exceed Five Hundred Fifty-Five Thousand Four Hundred Dollars ($555,400.00).

SECTION 6. The City Manager is hereby authorized and directed to execute the contract amendments approved in Sections 2 through 5 above in forms substantially similar to those presented to the City Council on June 16, 2024.

SECTION 7. The City Manager or his designee is hereby authorized and directed to take such other and further actions as are necessary and proper to implement the projects and accomplish the purposes of this resolution.

SECTION 8. 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 ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City San Clemente, California of San Clemente, California
845
Resolution No. 26-122 Page 3

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. 26-122 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
846
Attachment 2

SECOND AMENDMENT TO

AGREEMENT FOR MAINTENANCE SERVICES FOR

JANITORIAL SERVICES
This Second Amendment to the Agreement for Maintenance Services for Janitorial Services (this “Second Amendment”) is made and entered into on this _____ day of ______________, 2026, by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and Omni Enterprise, Inc. dba Omniclean, a California corporation with its principal place of business located at 1420 E. Edinger Ave., Suite 111, Santa Ana, California 92705 (“Contractor”).

R E C I T A L S:

A. City and Contractor entered into that certain Agreement for Maintenance Services for janitorial services (the “Agreement”) on or about June 7, 2022.

B. Section 3.1.2 of the Agreement specifies an initial term of July 1, 2022 through June 30, 2025, with the option to extend the total Agreement term by up to two (2) one-year extensions.

C. On or about July 1, 2025, City and Contractor entered into that certain First Amendment to the Agreement for Maintenance Services for Janitorial Services, which exercised the first one-year term extension, which extended the Agreement from July 1, 2025 to June 30, 2026 (“First Amendment”).

D. City and Contractor desire to further amend the Agreement to exercise the second one-year term extension, to provide Janitorial maintenance services from July 1, 2026 to June 30, 2027.

E. Exhibit B of the Agreement (Schedule of Maintenance Services, Contractor's Bid Proposal) specifies the Total Per Year Cost of $498,771.00 for base services for the second one-year term extension.

F. City and Contractor desire to amend the Agreement in the manner provided herein.

COVENANTS
The Parties hereby agree as follows:

Section 1: Section 3.1.2 of the Agreement, as amended by the First Amendment, titled “Term” is hereby deleted and replaced in its entirety with the following:

3.1.2 Term.

The term of the Agreement shall be from July 1, 2022 and shall continue and remain in effect until June 30, 2027, unless terminated earlier as provided herein.

Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
847
4924-3649-4257 v1 2 of 8 06/01/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@5c17d274\@[email protected] Section 2: Section 3.3.1 of the Agreement, as amended by the First Amendment, titled “Compensation” is hereby deleted and replaced in its entirety with the following:

3.3.1 Compensation.

Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in the Contractor's Bid Proposal Form in Exhibit “B” attached hereto and incorporated herein by reference. The total compensation for the initial term through June 30, 2025 shall not exceed One Million, Three Hundred Eighty-Eight Thousand, Four Hundred DOLLARS and Zero CENTS ($1,388,400.00), which includes an annual supplement of Four Thousand DOLLARS and Zero CENTS ($4,000.00), without prior written approval of City Council. The total compensation for the First Amendment to the Agreement, exercising the first one-year term extension through June 30, 2026, shall not exceed Four Hundred Seventy-Nine Thousand, Twenty DOLLARS and Zero CENTS ($479,020.00), which includes an annual supplement of Four Thousand DOLLARS and Zero CENTS ($4,000.00), without prior written approval of City Council, or City Manager, as appropriate. The total compensation for the Second Amendment to the Agreement, exercising the second one-year term extension through June 30, 2027, shall not exceed Four Hundred SeventyNine Thousand, Twenty DOLLARS and Zero CENTS ($502,771.00), which includes an annual supplement of Four Thousand DOLLARS and Zero CENTS ($4,000.00), without prior written approval of City Manager. Extra Work may be previously authorized in writing, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

Section 3: Except as expressly amended by this Second Amendment, the remaining portions of the Agreement, as amended by the First Amendment, shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
848
4924-3649-4257 v1 3 of 8 06/01/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@5c17d274\@[email protected] IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be duly executed on the respective dates set forth opposite of their signatures, effective as of the date first written above.

CITY OF SAN CLEMENTE
By:____________________________
Andy Hall, City Manager
ATTEST: Dated:_________________, 2026
____________________________
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

OMNI ENTERPRISE, INC. dba

OMNICLEAN,
a California Corporation
(“CONTRACTOR”)
By:

Dante Perez, CEO/CFO/Secretary
Dated: _________________, 2026
849
4924-3649-4257 v1 4 of 8 06/01/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@5c17d274\@[email protected] EXHIBIT “B”

BID PROPOSAL FORM
(Included on the following pages)
850
4924
-3649-4257 v15 of 806/01/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@5c17d274\@[email protected] 851 4924
-3649-4257 v16 of 806/01/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@5c17d274\@[email protected] 852 4924
-3649-4257 v17 of 806/01/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@5c17d274\@[email protected] 853 4924
-3649-4257 v18 of 806/01/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@5c17d274\@[email protected] 854

FIRST AMENDMENT TO

AGREEMENT FOR MAINTENANCE SERVICES FOR

PRESSURE WASHING IN THE DOWNTOWN AREA
This First Amendment to the Agreement for Maintenance Services for Pressure Washing in the downtown area (this "First Amendment") is made and entered into on this I day of July, 2026, by and between the CITY OF SAN CLEMENTE, a California municipal corporation ("City"), and Powerclean PC Pressure Washing, Inc., a California corporation, with its principal place of business located at 1742 Green Canyon Road, Fallbrook, CA 92028 fka Dave Ausmus dba Powerclean ("Contractor").

R E C I T A L S:

A. City and Contractor entered into that certain Agreement for Maintenance Services for Pressure Washing in the downtown area (the "Agreement") on or about June 20, 2023.

B. On or about February 18, 2026, Contractor incorporated under the laws of the State of California and changed its legal name from "Dave Ausmus dba Powerclean" to "Powerclean PC Pressure Washing, Inc." with the new company assuming all of the prior company's contractual obligations and taking over all operations and responsibilities on or about April 1, 2026 when it filed its Statement of Information with the California Secretary of State and therefore became legally authorized to do business. City and Contractor wish to amend the Agreement accordingly.

C. Section3.1.2oftheAgreementspecifiesaninitialtermofJulyl,2023throughJune30, 2026, and the City's unilateral option to extend the Agreement term by up to two (2) additional one-year terms.

D. City and Contractor desire to amend the Agreement to exercise the first one-year term extension to provide for maintenance services for Pressure Washing in the downtown area from July 1, 2026 to June 30, 2027.

E. Section 3.3.5 of the Agreement specifies the rate set forth may be adjusted each year at the time of renewal.

F. Contractor submitted a proposal dated May 7, 2026 requesting to increase the annual cost for this first one-year term extension by a 3.7% consumer price index cost increase.

G. City and Contractor desire to amend the Agreement in the manner provided herein, which is in the best interests of the City and the public.

C 0 V E N A N T S:

The Parties agree as follows:
: Effective April 1, 2026, the term "Contractor" in the Agreement shall mean 55452.01100l31090125.5 1 of5
c lusetsljimenezmldeskloplfitsl amdt to msa - press wash dwnln - contract c23-33 swcao05 28 26 docx 05/07/26
Attachment 3
855
Powerclean PC Pressure Washing, Inc.
: Section 3.1.2 of the Agreement titled "Term"is hereby deleted and replaced in its entirety with the following:

The term of the Agreement shall be from July 1, 2023, and shall continue and remain in effect until June 30, 2027, unless terminated earlier as provided herein.

The City shall have the unilateral option, at its sole discretion, to renew this Agreement for one (1) additional one-year term. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

Section 3: Section 3.3.1 and Exhibit E of the Agreement, both titled "Compensation", are hereby amended to apply a 3.7% consumer price index cost increase and increase the total per year base and not to exceed cost and annual compensation from $66,950.00 for the initial term, to $69,426.96 for the first one-year term extension for the period July 1, 2027 through June 30, 2027.

Section 4: This First Amendment may be executed electronically with the same force and effect as original ink signatures.

Section 5: Except as expressly amended by this First Amendment, the remaining portions of the Agreement shall remain in full force and effect. [SIGNATURES ON FOLLOWING PAGEI
55452.Ol100l31090l25.5 2of5
c lusetsljimenezmldeskloplfitst amdl to msa - press wash dwntn - contract c23-33 swcao05 28 26 docx 05/07 /26
856
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be duly executed on the respective dates set forth opposite of their signatures, effective as of the date first written above.

CITY OF SAN CLEMENTE
BY:

Andy Hall, City Manager
Dated: , 2026
ATTEST:

CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:

Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AV AILABILITY
OF FUNDING:

Finance Authorization
POWERCLEAN PC PRESSURE WASHING, INC.,
a California Corporation
("CONTRACTOR")
Contractor's License Number NA
DL4t,ttmm
B'V. DL.Atismu:' (xi.iy:ii, :o:s i i' i 5 :ii ptn
David Ausmus, CEO, CFO and Secretary
Dated: 5/28 ,2026
55452.Oll00l31090l25.5 3of5
c lusersljimenezmldesktoplfitsi amdl io msa - press wash dwntn - contract c23-33 swcao05 28 26 docx 05/07/26
857
EXHIBIT "A"

BID PROPOSAL FORM
(Included on the following pages)
55452.01100l31090125.5 4 of5
c lusersljimenezmldesktoplfirsl amdl to msa - press wash dwnln - contract c23-33 swcao05 28 26 docx 05/07 /26
858
City o/ Suri Clernunte- Public Works Daportmont, MalntonotxccS(I/V!COS Division Downtown Pressure Washing
Bid Form (Page 2 of 2)

MONTHLY MAINTENANCE COSTS
NOTE: Bid costs shall mclude alJ applicable sales, use or other taxes, For Initial Contract Ter'm - 3 Years (July 2, 2023 through June 30, 2026) All Costs: Tota{ Per Year
Total for Initial Contract Term- 3 Years,,.,,,,$ 20o/ €<o The Coritractor shatl furnish, install, remove, perform and pay for al! work, labor materials, taxes, transportation servk,es and charges, fees and appurter';ant items riecessary or inc[dental to work as specified in these specifications, other contract documents, arqdwork requests or assignments by the City.

The unde'rsigned has checked carefully all the above rigures and uriderstands that the City of San Clemente shall not be responsible for any errors or omissions on the pad of the undersigned in making up this bid.

COmpan'} (Please Print)
Company Representative (Please Prii'it)
Signature
%ia
Title
Date
Telephone #
('r9-TS5O("AA$RiACs,ch(gz> (l44rt,t uks
E-mail Address
55452.01100l3l090125.5 5of5
c lusersljimenezmldesktoplfirsl amdl to msa - press wash dwntn - contract c23-33 swcao05 28 26 docx 05/07 /26
859
F!RST AMDT to MSA - PRESS. WASH.

DWNTN. - Contraef C23-33 swcao05.28.26
Final Audit Report 2026-05-28
Created: 2026-05-28
By:

Status:

Transaction ID:

Megan Jimenez ([email protected])
Signed
CBJCHBCAABAApBUaHPa7Km9YUvxy3MnEEv5axkt97-2
"FIRST AMDT to MSA - PRESS. WASH. DWNTN. Contract C2
3-33 swcao05.28.26" History
'i":'i Document created by Megan Jimenez ([email protected]) 2026-05-28 - 11 :00:26 PM GMT
Document emailed to [email protected] for signature 2026-05-28 - 11 :00:58 PM GMT
(:i Email viewed by [email protected]
2026-05-28-11:10:43 PM GMT
r-%,+Signer [email protected] entered name at signing as DLAusmus 2026-05-28 - 11 :15:24 PM GMT
tr(= Document e-signed by DLAusmus ([email protected]) Signature Date: 2026-05-28 - 11 :15:26 PM GMT - Time Source: server - Signature Appearance Selected: TYPE S3?'Agreement completed.
2026-05-28-11:15:26 PM GMT
6Adobe AcrobatSign
860
Attachment 4
4926-0476-7388 v2 1 of 3 08/21/25
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@e416eb81\@[email protected]

FIRST AMENDMENT TO

AGREEMENT FOR MAINTENANCE SERVICES FOR

INFIELDS AND TRACK
This First Amendment to the Agreement for Maintenance Services for Infields and Track (this “First Amendment”) is made and entered into on this ____ day of ____________, 2026, by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and Professional Sports Field Maintenance, Inc. (PSFM), a California corporation with its principal place of business located at 29466 Ridge Road, San Juan Capistrano, CA 92675 (“Contractor”).

R E C I T A L S:

A. City and Contractor entered into that certain Agreement for Maintenance Services for Infields and Track (the “Agreement”) on or about June 20, 2023.

B. Section 3.1.2 of the Agreement specifies an initial term of July 1, 2023 through June 30, 2026, and the City’s unilateral option to extend the Agreement term by up to two (2) additional one-year terms.

C. City and Contractor desire to amend the Agreement to exercise the first one-year term extension to provide for Infields and Track maintenance services from July 1, 2026 to June 30, 2027.

D. Section 3.3.5 of the Agreement specifies the rate set forth may be adjusted each year at the time of renewal.

E. Contractor submitted a proposal dated December 15, 2025 requesting to increase the annual cost for this first one-year term extension.

F. City and Contractor desire to amend the Agreement to apply a 4.0% consumer price index cost increase and increase the Total Per Year base cost from $510,000 for the initial term, to $530,400 for the first one-year term extension of July 1, 2027 through June 30, 2027, plus $25,000 in supplemental services, for a total not to exceed Per Year cost of $555,400.

G. City and Contractor desire to amend the Agreement in the manner provided herein.

COVENANTS
The Parties agree as follows:

Section 1: Section 3.1.2 of the Agreement titled “Term” is hereby deleted and replaced in its entirety with the following:

3.1.2 Term.

The term of the Agreement shall be from July 1, 2023 and shall continue and remain in effect until June 30, 2027, unless terminated earlier as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement for one (1) 861
55452.01100\31090125.5 2 of 3 03/30/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@e416eb81\@[email protected] additional one-year term. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

Section 2: Section 3.3.1 of the Agreement titled “Compensation” is hereby deleted and replaced in its entirety with the following:

3.3.1 Compensation.

Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in the Contractor's Bid Proposal Form in Exhibit “B” attached hereto and incorporated herein by reference. The annual compensation for the initial term through June 30, 2026 shall not exceed Five Hundred Ten Thousand Dollars ($510,000.00), plus a Twenty Five Thousand Dollar ($25,000.00) annual supplement, for a total not to exceed per year cost of Five Hundred Thirty Five Thousand Dollars ($535,000.00), without prior written approval of City Council or City Manager, as appropriate. The annual compensation for the First Amendment to the Agreement, from July 1, 2026 through June 30, 2027, shall not exceed Five Hundred Thirty Thousand Four Hundred Dollars ($530,400), plus a Twenty Five Thousand Dollar ($25,000.00) annual supplement, for a total not to exceed per year cost of Five Hundred Fifty-Five Thousand Four Hundred Dollars ($555.400) for the first extended term, without prior written approval of City Council or City Manager, as appropriate. The rates set forth in Exhibit B to the Agreement shall be adjusted by four percent (4%) for the first extended term from July 1, 2026 through June 30, 2027. Extra Work may be previously authorized in writing, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

Section 3: Except as expressly amended by this First Amendment, the remaining portions of the Agreement shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
862
55452.01100\31090125.5 3 of 3 03/30/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@e416eb81\@[email protected] IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be duly executed on the respective dates set forth opposite of their signatures, effective as of the date first written above.

CITY OF SAN CLEMENTE
By: ________________________________
Andy Hall, City Manager
Dated: __________________, 2026
ATTEST:
____________________________
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
PROFESSIONAL SPORTS FIELD MAINTENANCE, INC.,
a California Corporation
(“CONTRACTOR”)
Contractor’s License Number 929290
By:

Jesus Moreno, CEO, Secretary and CFO
Dated: , 2026
863
Attachment 5

FIRST AMENDMENT TO

AGREEMENT FOR MAINTENANCE SERVICES FOR

LANDSCAPE MAINTENANCE
This First Amendment to the Agreement for Maintenance Services for Landscape of City Properties West of I-5 (this “First Amendment”) is made and entered into on this ___ day of _____________, 2026, by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and Priority Landscape Services, LLC, a California limited liability company, with its principal place of business located at 1524 West Mable Street, Anaheim, California 92802 (“Contractor”).

R E C I T A L S:

A. City and Contractor entered into that certain Agreement for Maintenance Services for Landscape of City Properties West of I-5 (the “Agreement”) on June 20, 2023.

B. Section 3.1.2 of the Agreement specifies an initial term of July 1, 2023, through June 30, 2026, with the option to extend the total Agreement term by up to two (2) one-year extensions.

C. City and Contractor desire to amend the Agreement to exercise the first one-year term extension, to provide for maintenance services for City Properties West of I-5 from July 1, 2026 to June 30, 2027.

D. Section 3.3.5 of the Agreement specifies the rate set forth may be adjusted each year at the time of renewal.

E. Contractor submitted a proposal dated May 5, 2026 requesting to increase the annual cost by three percent (3.4%) for this first one-year term extension.

F. City and Contractor desire to amend the Agreement to apply a 3.4% CPI cost increase and increasing the Total Per Year base cost from $477,000.00 for the initial term, to $493,218.00 for the first one-year term extension of July 1, 2027 through June 30, 2027, plus $125,000.00 in supplemental services, for a total not to exceed Per Year cost of $618,218.00.

G. City and Contractor desire to amend the Agreement in the manner provided herein.

COVENANTS
The Parties agree as follows:

Section 1: Section 3.1.2 of the Agreement titled “Term” is hereby deleted and replaced in its entirety with the following:

3.1.2 Term.

The term of the Agreement shall be from July 1, 2023 and shall continue and remain in effect until June 30, 2027, unless terminated earlier as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement for one (1) 864
4904-6261-5383 v1 2 of 8 05/06/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@0417e426\@[email protected] additional one-year extension. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.

Section 2: Section 3.3.1 of the Agreement titled “Compensation” is hereby deleted and replaced in its entirety with the following:

3.3.1 Compensation.

Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in the Contractor's Bid Proposal Form in Exhibit “A” attached hereto and incorporated herein by reference. The annual compensation for the initial term through June 30, 2026 shall not exceed Four Hundred Seventy-Seven Thousand Dollars and Zero Cents ($477,000.00), plus a One Hundred Twenty-Five Thousand Dollars and Zero Cents ($125,000.00) annual contingency, for a total not to exceed per year cost of Six Hundred Two Thousand Dollars and Zero Cents ($602,000.00), without prior written approval of City Council or City Manager, as appropriate. The annual compensation for the First Amendment to the Agreement, exercising the first one-year term extension from July 1, 2026 through June 30, 2027, shall not exceed Four Hundred Ninety-Three Thousand Two Hundred Eighteen Dollars ($493,218.00), plus a One Hundred Twenty-Five Thousand Dollars and Zero Cents ($125,000.00) annual contingency, for a total not to exceed per year cost of of Six Hundred Eighteen Thousand Two Hundred Eighteen Dollars and Zero Cents ($618,218.00), without prior written approval of City Council or City Manager, as appropriate. 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.

Section 3: Except as expressly amended by this First Amendment, the remaining portions of the Agreement shall remain in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
865
4904-6261-5383 v1 3 of 8 05/06/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@0417e426\@[email protected] IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be duly executed on the respective dates set forth opposite of their signatures and effective as of the date first entered above.

CITY OF SAN CLEMENTE
By:____________________________
Andy Hall, City Manager
ATTEST: Dated:_______________, 2026
_____________________________
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

PRIORITY LANDSCAPE SERVICES, LLC,
a California Corporation
(“CONTRACTOR”)
By:

Simon C. Rocha, Manager/Member
Dated: _________________, 2026
866
4904-6261-5383 v1 4 of 8 05/06/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@0417e426\@[email protected] EXHIBIT “A”

BID PROPOSAL FORM
(Included on the following pages)
867
4904-6261-5383 v1 5 of 8 05/06/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@0417e426\@[email protected]

CITY OF SAN CLEMENTE
Landscape Maintenance of City Parks/Properties – West of I-5 For City Parks/Properties Located on Coastal Side of Interstate 5 Bid Form (Page 1 of 4)
This is to be a three (3) year contract or major portion thereof, based on the City’s fiscal year beginning July 1 of each year and ending on June 30 of the following year, with an initial contract term of July 1, 2023through June 30, 2026. The City may choose to extend the Contract term at the City’s sole discretion and by mutual consent of the City and Contractor, with the option of two one-year extensions for a potential total contract term of five years.

The undersigned certifies that all documents related to this proposal have been read and understands all terms and conditions related thereto; and, in conformity with the terms and conditions, does hereby propose to the City of San Clemente as follows:

UNIT COSTS FOR EXTRA WORK
A. The Contractor agrees that for requested and/or required changes in the scope of work, including additions and deletions on work not performed, the Contract Sum shall be adjusted in accordance with the following unit prices, where the City elects to use this method in determining costs.

B. Contractor is advised that the unit prices shall enter into the determination of the successful Contractor. Unreasonable prices may result in rejection of the entire proposal. Unit prices listed below refer to all items maintained or installed and include all costs connected with such items; including but not limited to, specified materials, labor, overhead and profit for Contractor and/or Subcontractors.

C. The unit price quoted by the Contractor shall be those unit prices that shall be charged or credited for labor and materials to be provided regardless of the total number of units and/or amount of labor required for added or deleted items of work.

D. All work shall be performed in accordance with specifications. 868
4904
-6261-5383 v16 of 805/06/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@0417e426\@[email protected] 869 4904
-6261-5383 v17 of 805/06/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@0417e426\@[email protected] 870 4904
-6261-5383 v18 of 805/06/26
c:\users\ufc-prod\appdata\local\temp\bcl technologies\easypdf 8\@bcl@0417e426\@[email protected] 871 910 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 16, 2026 Agenda Item: 11M.

Submitted By: Finance and Administrative Services
Prepared By: Brian Brower, Assistant City Manager
Matthew Schmelzel, Senior Management Analyst
Subject:
..titl e
CONSIDERATION OF RESOLUTION NO. 26-123, AUTHORIZING THE EXEMPTION TO THE

FORMAL SOLICITATION PROCESS, AWARDING A CONTRACT THROUGH A

COOPERATIVE PURCHASING PROCESS TO PROCURE AMERICA, LLC FOR UTILITY COST RECOVERY AND REDUCTION SERVICES..body
Summary:

Before City Council is a request to authorize an exemption to the formal solicitation process and approve a five-year Professional Services Agreement with Procure America, LLC (Procure America) for utility cost recovery and reduction services. Procure America conducted a comprehensive review of the City’s utility accounts and identified approximately $116,700 in potential annual savings through tariff optimization and rate reclassification opportunities. The proposed agreement is performance-based, with compensation limited to 30% of verified savings and no upfront cost to the City. The agreement would be awarded through a cooperative purchasing process utilizing County of Orange Contract No. RCA-017-1910018, a competitively solicited and awarded contract, in accordance with City Procurement Policy 201-2-1. The recommended action will provide ongoing utility rate analysis and optimization services to help ensure the City continues to realize cost savings as utility rates, regulations, and usage patterns evolve.

Background:

The City utilizes electricity and natural gas accounts to support a range of municipal operations.

The City maintains a proactive strategy to reduce utility costs through the use of Direct Access rights to procure electricity commodity supply on the open market, as well as ongoing review of utility tariff rates for electricity accounts. Tariff rates represent the cost to transmit and deliver electricity across SDGE’s utility grid and do not include the commodity cost of electricity, which is procured separately through the City’s third-party energy provider, Calpine.

While SDG&E’s infrastructure is used to distribute electricity across the grid, customers are generally assigned to a default rate structure at account inception and SDG&E does not actively optimize or reassign accounts to the lowest-cost rate category based on usage patterns. Instead, rate plans are governed by predefined tariff schedules, including time-of-use periods and usage tiers established under CPUC-approved structures. As a result, customers may remain on rate plans that are not fully aligned with their actual usage profile unless they are periodically reviewed and adjusted. Accordingly, it is important that tariff rates and account classifications are regularly and professionally evaluated to ensure the City is consistently aligned with the most appropriate and cost-effective rate structure based on actual usage and demand characteristics. 872
Meeting Date: June 16, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 2
Procure America supports public agencies in reducing utility costs through utility billing analysis, tariff optimization, cost recovery, and rate negotiation services. Procure America approached the City with a no-cost review of its utility tariff rates to identify additional savings opportunities. The City provided access to one SoCalGas account and 176 SDG&E electricity accounts, of which 36 accounts were identified as having potential savings opportunities. In 2021, Procure America successfully implemented tariff modifications that generated approximately $2.5 million in utility savings for the City over a three-year period. While the prior agreement has since expired, the City continues to realize savings from those previously implemented changes. However, given ongoing changes in the utility industry, evolving regulations, and periodic updates to tariff structures, additional savings opportunities have been identified.

Discussion:

Procure America conducted a Tariff Rate Optimization Study of the City’s utility accounts to identify opportunities for cost savings, billing accuracy, and improved rate alignment. The review included analysis of utility invoices, tariff schedules, metering configurations, relevant CPUC decisions, and current and projected usage patterns to ensure facilities are assigned to the most appropriate rate structures.

Overall, Procure America found the City’s utility accounts are well managed with generally accurate billing and effective cost control. However, the analysis identified 36 SDG&E tariff optimization opportunities totaling approximately $116,700 in potential annual savings.

A significant portion of savings is associated with reclassification to Agricultural and Pumping (A&P) rates. This includes five existing A&P accounts that could be shifted to lower-cost structures, generating approximately $63,050 in savings, and five additional pump-related accounts eligible for A&P rates, generating approximately $12,400 in savings.

Additional savings were identified within commercial accounts. Four facilities—including Ole Hanson Beach Club, Foster Ranch Park, the Municipal Golf Course, and City offices could benefit from alternative commercial rates, resulting in approximately $18,700 in annual savings. Eleven small commercial accounts on TOU-A could be converted to TOU-A2, producing approximately $9,450 in savings.

Lighting-related opportunities were also identified. Ten accounts serving dusk-to-dawn lighting loads are better suited for SDG&E’s OL-2 rate, which would reduce annual costs by approximately $13,100 through eliminated demand charges and lower usage rates.

Collectively, these findings demonstrate ongoing opportunities for savings through proactive tariff management, as utility rates and regulatory conditions continue to evolve. Upon Council authorization, Procure America will implement recommended changes in coordination with SDG&E. The agreement is performance-based, with compensation equal to 30% of verified savings, paid over a 60-month term. Following this period, the City retains 100% of all ongoing savings. Under this structure, the City benefits from ongoing utility tariff analysis and optimization throughout the contract term, helping ensure continued alignment with the most favorable applicable rate structures. Absent this ongoing review, such optimization opportunities may not be continuously identified or realized.
873
Meeting Date: June 16, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 3
The proposed contract would be awarded through a cooperative procurement process utilizing County of Orange Contract RCA-017-1910018, consistent with City Procurement Policy 201-2-1.

The County of Orange cooperative procurement program is designed to leverage the collective purchasing power of participating public agencies to achieve improved pricing, efficiencies, and value through competitively bid contracts established by the County. Section XI.A.1.4 of City Policy 201-2-1 permits an exemption from the formal solicitation process when a competitively awarded contract from another public agency is used to obtain the same goods or services at equal or better pricing, commonly referred to as piggybacking. The County of Orange agreement (Attachment 4), originally awarded through a competitive Request for Proposals process, satisfies this requirement and allows the City to access pre-competed pricing and services without duplicating procurement efforts.

Considerations Identified by Staff:

Staff considers the proposed agreement with Procure America to be a cost-effective, performance-based approach to identifying and realizing utility savings across the City’s complex utility portfolio. A prior engagement with Procure America resulted in approximately $2.5 million in utility savings, demonstrating the value of proactive tariff review and ongoing optimization. Utility rates, eligibility criteria, and usage patterns change over time, creating opportunities that may not be identified through routine internal review. The proposed services leverage specialized expertise to evaluate billing data, confirm appropriate tariff classifications, and identify cost recovery and rate optimization opportunities that would otherwise be missed.

Staff also supports a longer-term engagement similar to the County of Orange model to ensure continuous monitoring and periodic reassessment of accounts as conditions evolve. This approach helps sustain realized savings and capture new opportunities over time. The compensation structure is performance-based, limiting City cost exposure by tying payment directly to verified savings. This aligns incentives to maximize savings outcomes while minimizing financial risk. After the 60-month term, the City retains 100 percent of ongoing savings.

Council Options:
 Adopt Resolution No. 26-123, authorizing an exemption to the formal solicitation process and approving a Professional Services Agreement with Procure America, LLC for utility cost recovery and reduction services utilizing a cooperative purchasing process based on County of Orange Contract No. RCA-017-1910018, for compensation not to exceed 30% of actual verified savings, and authorizing the City Manager to execute the agreement.  Modify and adopt Resolution No. 26-123.
 Continue the item with direction to provide additional information.  Do not adopt Resolution No. 26-123.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act. 874
Meeting Date: June 16, 2026 Agenda Item: 11M.

CITY OF SAN CLEMENTE 4
Fiscal Impact:

There is no upfront fiscal impact associated with the proposed agreement. Costs associated with this agreement will be offset by realized utility savings after implementation of recommended tariff and rate modifications. The City will compensate Procure America, LLC 30% of verified utility savings on a quarterly basis for a 60-month period.

Potential Action(s):
..recommendation
If the City Council concurs with the information provided within this staff report, the appropriate action would be to adopt Resolution No. 26-123, which would:

1. Authorize an exemption to the formal solicitation process under Section XI.A.1.4 of City Policy 201-2-1; and

2. Award a Professional Services Agreement to Procure America, LLC for utility cost recovery and reduction services, utilizing a cooperative purchasing process based on the competitively solicited County of Orange Contract No. RCA-017-1910018 and pricing and services substantially similar thereto, for a 60-month savings term with compensation not to exceed 30% of actual verified savings; and

3. Authorize the City Manager to execute a Professional Services Agreement with Procure America, LLC in a form substantially similar to Attachment 2 – Procure America, LLC Professional Services Agreement.
..end
Attachment:

1. Resolution 26-123

2. Procure America, LLC Professional Services Agreement

3. City of San Clemente Utility Savings Review

4. County of Orange Contract RCA-017-1910018
Notification:

None.
875
Attachment 1
RESOLUTION NO. 26-123

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AUTHORIZING AN

EXEMPTION TO THE FORMAL SOLICIATION PROCESS,

AWARDING A CONTRACT THROUGH A COOPERATIVE

PROCESS TO PROCURE AMERICA, LLC FOR UTILITY

COST RECOVERY AND REDUCTION SERVICES, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE

AGREEMENT
WHEREAS, the City of San Clemente utilizes electricity and natural gas accounts to support a variety of municipal operations and is committed to proactively managing utility costs through ongoing evaluation of utility rates, tariff structures, and energy procurement strategies; and
WHEREAS, utility tariff schedules, rate classifications, eligibility criteria, and regulatory requirements change over time, creating opportunities for cost savings through professional review and optimization of utility accounts; and WHEREAS, Procure America, LLC specializes in utility cost recovery, utility tariff optimization, billing analysis, and rate negotiation services for public agencies; and WHEREAS, Procure America, LLC conducted a utility tariff rate optimization review of the City's utility accounts and identified approximately thirty-six (36) utility accounts with potential annual savings opportunities totaling approximately $116,700; and WHEREAS, a previous engagement with Procure America, LLC resulted in approximately $2.5 million in utility savings to the City through utility tariff modifications and optimization efforts; and
WHEREAS, the proposed agreement provides for ongoing utility cost recovery and reduction services, including utility billing analysis, tariff optimization, cost recovery, rate review, and monitoring of utility accounts to identify and implement additional savings opportunities; and
WHEREAS, compensation under the proposed agreement is performance-based and limited to thirty percent (30%) of verified realized savings resulting from City-approved recommendations implemented under the agreement, for a period not to exceed sixty (60) months; and
WHEREAS, the City is utilizing County of Orange Contract No. RCA-017-19010018 solely as a cooperative purchasing vehicle for pricing, scope of services, and technical specifications; and
WHEREAS, the pricing, scope of services, and technical specifications of County of Orange Contract No. RCA-017-19010018 were competitively procured through a Request for Proposals process conducted by the County of Orange; and 876
Resolution No. 26-123 Page 2
WHEREAS, Section XI.A.1.4 of the City's Procurement Policy No. 201-2-1 authorizes an exemption from the formal solicitation process when goods or services may be obtained through a competitively awarded contract established by another public agency at equal or better pricing; and
WHEREAS, utilizing County of Orange Contract No. RCA-017-19010018 is in the best interest of the City because it provides a cost-effective and efficient means of obtaining specialized utility cost recovery and reduction services without duplicating procurement efforts and the County has made a continue effort to leverage interagency procurement collaboration and has added such language to the contract.

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

SECTION 1. The City Council hereby finds that the recitals above are true and correct and are incorporated fully herein by reference.

SECTION 2. Pursuant to Section XI.A.1.4 of City Procurement Policy No. 201-2-1, the City Council authorizes an exemption from the formal solicitation process and approves the use of County of Orange Contract No. RCA-017-1910018 as the basis for a cooperative purchasing process.

SECTION 3. The City Council hereby awards a Professional Services Agreement to Procure America, LLC for utility cost recovery and reduction services. Compensation under said Agreement shall be limited to thirty percent (30%) of verified realized savings attributable to City-approved and implemented recommendations, for a period not to exceed sixty (60) consecutive months following implementation of such recommendations, and shall be subject to verification by the City.

SECTION 4. The City Council hereby authorizes and directs the City Manager to execute a Professional Services Agreement for utility cost recovery and reduction services in a form substantially similar to that presented to City Council on June 16, 2026.

SECTION 5. City staff are authorized and directed to take all other and further actions as are necessary and proper to carry out the intent of this Resolution and implement the Agreement.

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 June, 2026.
877
Resolution No. 26-123 Page 3
ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City San Clemente, California 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. 26-123 was adopted at a regular meeting of the City Council of the City of San Clemente held on the _______ day of June 2026, 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
878
Attachment 2

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 20___, 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 Procure America, LLC., a Delaware Limited Liability Company; with its principal place of business at 796 Meeting Street, Charleston, SC 29403 ("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 Cost Recovery and Reduction 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 Cost Recovery and Reduction 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 Cost Recovery and Reduction consulting services for the Utility Savings 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 Cost Recovery and Reduction 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 16, 2026 to until the services are completed to the City’s satisfaction, 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 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 879
4935-3394-8594 v1 2
55452.01100\31193624.5
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.

3.2.6 Substitution of Key Personnel. Consultant has represented to City that 880
4935-3394-8594 v1 3
55452.01100\31193624.5
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:

3.2.7 City's Representative. The City hereby designates Todd Main, Vice President, 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 Brian Brower, Assistant City Manager, 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 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 881
4935-3394-8594 v1 4
55452.01100\31193624.5
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 30% of actual savings not to exceed a period of 60 months without prior written approval of the City Council or City Manager as applicable. For each City-approved recommendation that is implemented, the sixty (60) month compensation period shall begin upon the first billing cycle, refund, credit, rebate, or other documented utility cost reduction demonstrating actual realized savings attributable to the implemented recommendation. Each implemented recommendation must be approved by the City and may have its own separate compensation commencement date and corresponding sixty (60) month compensation period. 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 quarterly invoices to the City identifying actual realized utility cost savings resulting from Consultant’s implemented recommendations. Each invoice shall include a summary of savings by utility account, comparing actual costs following implementation to the costs that would have 882
4935-3394-8594 v1 5
55452.01100\31193624.5
been incurred absent the Consultant’s implemented recommendations. The invoice shall separately identify each account for which savings have been realized, including the implementation date of the applicable recommendation and the cumulative savings achieved from the commencement of Services, or from the beginning of the applicable billing period, 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.

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. 883
4935-3394-8594 v1 6
55452.01100\31193624.5

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.

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: Procure America, LLC
30900 Rancho Viejo Road
San Juan Capistrano, CA 92675
ATTN: Todd Main
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk and Brian Brower,
Assistant City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
884
4935-3394-8594 v1 7
55452.01100\31193624.5

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.

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 885
4935-3394-8594 v1 8
55452.01100\31193624.5
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.

3.5.6.2 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.

3.5.6.3 Consultant shall defend, indemnify, and hold harmless the County of Orange from claims arising out of Contractor's performance, the City's use of County Contract No. RCA-017-19010018, or disputes between the City and Consultant. This obligation survives termination.

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.
886
4935-3394-8594 v1 9
55452.01100\31193624.5

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.

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.
887
4935-3394-8594 v1 10
55452.01100\31193624.5

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.

3.5.23 This Agreement is a separate and independent contract between the City and Consultant. No privity of contract is created with the County of Orange. The City shall be solely responsible for payment, contract administration, performance monitoring, and enforcement.

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]
888
4935-3394-8594 v1 11
55452.01100\31193624.5
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

Procure America, LLC.,
a Delaware Limited Liability Company
(“CONSULTANT”)
By:_____________________________
(David J Bertolino, Member)
Dated: _________________________
By:_____________________________
(Shannon Copeland, Member)
Dated: _________________________
By:_____________________________
(SIB Midco, LLC)
889
4935-3394-8594 v1 12
55452.01100\31193624.5
Dated: _________________________
890
4935-3394-8594 v1 13
55452.01100\31193624.5
EXHIBIT "A"

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

The City is utilizing County of Orange Contract No. RCA-017-19010018 solely as a cooperative purchasing vehicle for pricing and service specifications. The resulting agreement is a separate and independent contract between the City of San Clemente and Consultant under the contractual terms and conditions set forth in the Agreement.

1. PURPOSE AND INCORPORATION OF COUNTY CONTRACT PRICING The services, pricing structure, and technical specifications shall be consistent with County of Orange Contract No. RCA-017-19010018 and are hereby incorporated herein by this reference.

2. SERVICES
Consultant shall review utility accounts, invoices, contracts, tariffs, rates, and service agreements; identify cost reductions, refunds, rebates, credits, and operational efficiencies; prepare findings reports; document established rates; and provide implementation and post-implementation consulting services.

3. FINDINGS REPORT AND CITY DISCRETION
The City retains sole discretion to accept, reject, modify, or delay any recommendation.

Implementation remains subject to applicable City approvals, including City Council approval where required.

4. POST-IMPLEMENTATION CONSULTING
For implemented recommendations, Contractor will monitor invoices, review utility provider performance, identify additional savings opportunities, and assist with recovery of refunds, credits, rebates, or billing adjustments.

5. CITY COOPERATION
The City shall reasonably cooperate by providing access to records and may authorize Consultant to communicate directly with utility providers as necessary. 891
4935-3394-8594 v1 1
55452.01100\31193624.5
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 and shall meet all established schedules and deadlines. 892
55452.01100\31193624.5
4935-3394-8594 v1
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, 893
55452.01100\31193624.5
4935-3394-8594 v1
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 894
55452.01100\31193624.5
4935-3394-8594 v1
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.
895
55452.01100\31193624.5
4935-3394-8594 v1

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.
896
55452.01100\31193624.5
4935-3394-8594 v1
EXHIBIT “D”

COMPENSATION
In full and complete compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant the following fixed percentage:

Compensation shall be based upon the pricing methodology established under County of Orange Contract No. RCA-017-19010018. Savings shall be measured using mutually agreed-upon Established Rates documented in the findings report and approved by the City. If the City elects to implement a recommendation, City shall compensate Contractor for an amount not to exceed thirty percent (30%) of actual realized savings attributable to the implemented recommendation for a period not exceeding sixty (60) consecutive months. No compensation shall be owed for recommendations not implemented or authorized by the City. Contractor shall not be entitled to compensation for independent City actions, future procurement decisions, operational changes, or cost reductions not directly attributable to a City-approved recommendation. There are no reimbursable expenses under this Agreement.
897
WORKER’S COMPENSATION INSURANCE CERTIFICATION
55452.01100\31193624.5
4935-3394-8594 v1

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.

Dated: _______________________________
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
898

UTILITIES SAVINGS REVIEW
Summary of Findings
Attachment 3
899
2 Overview of Analysis
ProcureAmerica (PA) to conduct a utilities Tariff Rate
Optimization Study (electricity and natural gas)
for cost reduction and recovery services for the City of San Clemente
Analyze invoices for tariff rate optimization and meter errors Review recent California Public Utilities Commission (CPUC) decisions that may affect the facilities’ cost structures Determine if invoices are being billed accurately
Analyze:

Billing calculations
Inapplicable rate schedules
Proper metering of services
Taxes and surcharges
Understand electricity and gas needs at facilities, including any future changes that may impact usage
900
3 Utilities Findings - Overview
PA’s utility review included:
176 San Diego Gas & Electric (SDG&E) accounts
1 Southern California Gas (SCG) natural gas account
Overall, the City has done an excellent job ensuring that utility accounts are billed accurately, and costs are minimized PA documented 36 total SDG&E electric rate changes
resulting in over $116,700 in annual savings
901
4 Converting Accounts to Alternative
Agricultural and Pumping (A&P) Rates
$63,050 annual savings by converting five SDG&E electricity accounts already on A&P rates to more beneficial rates
Three accounts on rate “PAT-1” have monthly demands less than 500kW, meaning they qualify for optional lower-cost rates Majority of savings come from reduced demand charges on rates TOU-PA-3 or TOU-PA
Two accounts already on TOU-PA-3 are better served on TOU-PA-2; TOU-PA-2’s reduced energy charges make up for increased demand charges
902
5 Converting Large Commercial Accounts to
Alternative Rates
Annual savings of $18,700 by switching four SDG&E electricity accounts serving Ole Hanson Beach Club, Foster Ranch Park, Municipal Golf Course, and City Offices to alternative rates These accounts are currently served by rate AL-TOU, but would benefit from a switch to rates TOU-A2 or AL-TOU-2
3 of the accounts have monthly demands below 20kW, qualifying for lower cost rate TOU-A2
1 account will benefit from rate AL-TOU-2, which has marginally reduced demand charges
903
6 Converting Accounts from Commercial to
Agricultural and Pumping (A&P) Rate Class
$12,400 annual savings by converting five SDG&E electricity accounts currently on small commercial rates to A&P rates These accounts are currently served by rate TOU-A, TOU-M or TOU-A - P , SDG&E’s default rate for accounts with less than 20kW of demand
Based on billing and usage data, these accounts serve pumps, meaning they qualify for A&P rate TOU-PA
904
7 Converting Small Commercial Accounts to
Lighting Rates
Annual yearly savings of $13,100 on ten SDG&E electricity accounts currently on small commercial rates to more
appropriate lighting rates
These accounts are currently served by rate TOU-A or TOU-AP, SDG&E’s default rate for accounts with less than 20kW of demand
Based on billing and usage data, PA believes these accounts serve dawn to dusk lighting, qualifying them for lighting rate OL-2 OL-2 features the elimination of demand charges and reduced usage charges
905
8 Converting Commercial Accounts from
TOU-A to TOU-A2
Savings of $9,450 annually on eleven SDG&E electricity
accounts currently on rate TOU-A to alternative rate TOU-A2 Compared to TOU-A, TOU-A2 offers reduced energy charges in exchange for higher fixed monthly customer charges
Some of these accounts appear to serve lighting, but TOU-A2 is slightly better than OL-2
Total Newly Identified Annual Savings $116,700
906
10 Go Forward Strategy
Once the City Council has given PA the approval to move ahead, we will begin the implementation process with SDG&E immediately
PA will monitor monthly bills and secure data needed to calculate the City’s actual realized savings
907
11 Other
Procure America would like to thank Matt Schmelzel for his leadership, assistance and support during this review
908





 
 










 




!"





!" 
#
$#

#%

&

!#' (


& 


%
#
 & %#
 !
&' )(#
*+,-./0123
45678931:0*;9<1:2.=>?@6AB4C45DAC5EFAC*7GH4GIJH*7C KFDLB6 M0/9;G03<N?=1</N F4E78931:0O</0P9;,2<0.=>?@6AB4C64BCA4E5C6EGIJH*7CGIJH*7F K4QLC6 .9R ;S2T9U/123 4E 78931:0@</U123.=>?@6AB QAFD6CQABQ*7GH4GIJH*7F K4FL6.9R ;S2T9U/123 CB678931:0*U2V.=>?@6A5B 4C6Q54C F5GIJH*7CGIJH*7F KBLQ6 .03ST9,93/9MW* CE678931:0*U2.=>?@6A5CQB6F64B A5D65*7GH4GIJH*7 K4LQ6


&
#
!!#% 


%
#
#
IT9P03<2V90UXST+Y46Q78931:0*U2.=>?@6AEF 5QQAEF 57ZHGIJGIJH[ K5LD6 \2</9;W03UX*0;] CF4Q^FS0,132O9;0S+_.=>?@6AB4E65QB54FC5B7ZHGIJGIJH7F KAL6>2T`S+;<9ST+YX2<9^W /0+;3/4Q6@78931:0[0a:0T930.=>?@6AB4EFDD5E6QBF57ZHGIJ7ZGIJHF KCLF6*0;]<[013/90U=-/N4678931:0*;9<1:2.=>?@6AB45CQQEA4QE 67ZHGIJGIJH7F KFL46


& 

b
!!!#%
)#%#
.9R ;Z1`/.0123 CM78931:0.3>Y;19T.=>?@6AEB44DQF64EAQCGIJH[GIJH*7F KDL6 W9<;821
D4QBS2</9;W1<U2L[* .=>?@6A5CQ44FQDC5E AGIJH7*GIJH*7 KFLQ6 V9T0S2130>2T`S+;<9FDQ4^F78931:0Z*/0.=>?@6AF45D4BQCE65EGIJH7GIJH*7 K4L56 [+31U-0T>2`S+;<9 D6FS0T9V0X10.=>?@6AEBDFE656B EFGIJH7GIJH*7 K4L56 M0/9;G03]< 5F478931:0.T8:2;L7.=>?@6AD56FC44Q5DCBBGIJH7GIJH*7 K4LQ6 *1U20;]
C4Q78931:0*U2[* .=>?@6A65BCBQCQF6CE4EGIJH7*GIJH*7 K4L6


&
!!#% 



&c
#
d1,2X3< *0;] DC6M78931:0O</0P9;,2<0L[* .=>?@6QD6EQB5D6ACQE4QGIJH7IZHF KFLB6 *0;]13aZ2/1aX/3 AFQ4^78931:0=9T[0;.=>?@6AQCD6CD56FB46GIJH7IZHF K4LB6Z1aX/3 4B678931:0@</U123.=>?@6A5B4CFBA5Q E5FGIJH7IZHF K4LE6
Z1Y9;/e*0;]
CB6S0T9.0+:0.=>?@6AD654FDA54D6CB4GIJH7IZHF K4LQ6
G19; >03:9*0;] CBS2,13G19;0> 3:9.=>?@6AD F4A664Q5A44GIJH7IZHF K4LF6*0;]<3:W9UVT:aZ1X/<46.S0T9.81TP[.=>?@6ADFBQEB6DFA56EGIJH7IZHF K4L6P1</2;US/eP0T B4^F78931:0=9T[0;L7.=>?@6ADQB65BCDAE654GIJH7IZHF K4L6*0;]Z1aX/3a.03Z+1<W9e*0;]=.=>?@6AD Q5A5B54AFQ6FGIJH7IZHFK56 909





 
 










 




!"





!" 
#
$#

#%

&

!#' (
)*+,-.
/012345678*.9:;75<= 3>?@41AB1 02BC1DBEAFGHIJ=G)I2 KA1 =7LM)*+,-.7N:;O-L8/10JP;.*N769O-7JQR5<= 3>?@410SBA2DBSAD2BCFGHIJ=G)I2 K01


&
!!#% 

T
!U 
U V
J.*8753,;-L
0EJP;.*N7WXL*Y.-;3>?@41A0D1BA000C1DE B1FGHIJFGHIJ2 K2Z1 F75;+=LM
/BC69L-;6*O-7.9O3>?@41AD1B/0B/0C2S/FGHIJFGHIJ2 KC1
[*89,.O =7LM E1S\JP;.*N7]O-7^;L89O7Z<= 3>?@4101CSEB2BA/S12BSFGHIJ=FGHIJ2= KC1)*+,-. /1S3J578;N).3>?@41AS2BE0S20B1/DFGHIJFGHIJ2 KC1
)*_;+R7LN69887.N6-LA21JP;.*N7>;5<7L3>?@41A0B C/BES1D0BSCFGHIJFGHIJ2 KC16988R.*-`6;.-L /13675;3P*5^<3>?@41AS2C0DC1S2AB1DFGHIJFGHIJ2 KD1 <7aX;L+=57Q=LM /1675;=R.-;3>?@41A0CB2/D21SB/0DCFGHIJFGHIJ2 KD1I 21/bc45678*.9:;753>?@41AS2D1B0BE0 /DAFGHIJFGHIJ2 KA1
I
/01675;J+R*573>?@41AS2CE//0BDE A1SFGHIJFGHIJ2 K01
d
2S1]*7FRLe;Q73>?@41AS02A/21/CEAD0FGHIJFGHIJ2 K01
I
A/0JP;.*N7]Y-9L7f3>?@41ASDB1EDA02 DB0FGHIJFGHIJ2 KS01 
#%g hijklm
c9-;n
oJp5789R.-O7L; O-*87;OqJY-R75OP*.+O87`P7Lq
910
Attachment 4
911
912
913
914
915
916
917
918
919
920
921
922
923
924
925
926
927
928
929
930
931








 















 !
"#$%





&'()*'()+),'-(.+/.((
+0
10)+.&1+.1&2345246343347

80.
109+.(10:(.;&)*.(*,1+<0)9(.:<1(9

=>?@ABCDEBCDFGHBICJ=>JCCKLMNMOPQRSMNTUVMPWVMPSXYRZN[Z\S]M^Z_MN`QPW]MWa^SOZP bCJc?dC@e?@BfECfDECDFCJCE?DFgIhfDEICFiCCDF>CjgHDFhgklJfDmCefngo?F?dfo@HIE?c?@?gDgkF>CbFfFC gkjfo?kgJD?fepT[ZaPS`XYfDEqJgdHJCABCJ?dferDdsefjfo?kgJD?fjgJngJfF?gDpT[ZPSNQ^SZNXtei>?d>fJC \ZVMSOVM\NMRMNNMWSZOPWO_OWaQuu`Q\TvQNS`XZN^ZuuM^SO_Mu`Q\TvQNSOM\Xs 
.(1<+&w9

x/(.(&9ejgHDFhfDEjgDFJfdFgJCDFCJCE?DFgyCm?gDfojggnCJfF?cCAmJCCBCDFpyjAtyjAz {|}z|~{|{{|kgJjg@FyCdgcCJhfDEyCEHdF?gDbCJc?dC@ep>CJC?DfkFCJNMRMNNMWSZQ\T[ZPSNQ^SXY€MRRM^SO_M HDC‚ƒe‚{|~F>JgHm>HDC‚„e‚{‚„
fDEe

x/(.(&9eqfJF?C@C†CdHFCEABCDEBCDFlDCFg?DdoHECfEE?F?gDfoAJF?doC‚‚TbHJc?cfI?o?FhX dofH@CFgjgDFJfdF
fDEe

x/(.(&9eqfJF?C@C†CdHFCEABCDEBCDF=igFgHnEfFCAJF?doC‡T]MˆOZPQu[ZZ‰MNQSO_M UˆNMMVMPSK][UYXŠQPW€

x/(.(&9eqfJF?C@DgiEC@?JCFgCDFCJ?DFgF>?@ABCDEBCDFFgJCDCi fDEe

)0x‹+/(.(80.(eF>CqfJF?C@fmJCCFgfBCDEF>CjgDFJfdFf@kgoogi@Œ 
41Ž‘’“+”‘•–=>CFCJBgkjgDFJfdF?@JCDCiCEkgJfDfEE?F?gDfohCfJeCkkCdF?cCHDC‚ƒe ‚{‚„F>JgHm>HDC‚„e‚{‚ƒs

—&‘˜“™”š43‹1ŽŽ›”‘’˜œ”&‘””•”?@ECoCFCE?D?F@CDF?JCFheBH@FJCkCJFgAJF?doCž‡gk ABCDEBCDF=igkgJdggnCJfF?cCnJgc?@?gD@s

Ÿ=>?@ABCDEBCDF=igBgE?k?C@F>CjgDFJfdFe?DdoHE?DmfoonJCc?gH@fBCDEBCDF@egDohf@ C†nJC@@oh@CFkgJF>>CJC?Ds >CJCcCJF>CJC?@fdgDko?dF?DF>CFCJB@gJdgDE?F?gD@ICFiCCD F>?@ABCDEBCDF=igfDEF>CjgDFJfdFe?DdoHE?DmfoonJCc?gH@fBCDEBCDF@eF>CFCJB@efDE dgDE?F?gD@gkF>?@ABCDEBCDF=ig@>foonJCcf?osrDfoogF>CJJC@nCdF@eF>CFCJB@efDE dgDE?F?gD@gkF>CjgDFJfdFe?DdoHE?DmfoonJCc?gH@fBCDEBCDF@eDgF@nCd?k?dfoohd>fDmCEIh F>?@ABCDEBCDF=igJCBf?D?DkHookgJdCfDECkkCdFs


¡¢£¤¥¦§¨©¨ª«¬¢­«®¡¯°±²³©´©µ¶´²´·¶°°²²¶¸¹º©¶¡¡»¼±³©´³©°² 932








 















 !
"#$%





&'()*+,-./*(.

0120314552647489:;<=>?@;A=B<=@=;C<?D==E=FG;=H;<ABIJ=KHJ=K;CK;<=H?;=BB<CLKCMMCBA;= ;<=A@@=BM=F;AD=BANK?;G@=BO=PCLQ

/-RS,-.*T.-'S*U')SVW*S*X'YR-)'*SR-/R-*+'R)

'Z[\]S^_[`ab[^`cdab^`e^`a[c^_Udcf_a[g`]d^Z[h^de]bcZcbb^`e^`a[]^ZZcb]`da`]`]igc`]jadZg`[\]` d][Z^`[\V

k+\]Zc`d[b^`e^`a[]^ZZcb]`dcf_a[g`]lgd[m]^_]^Z[\]Z^nn^hc_fopq[\]S\ac`la_^Z[\]r^a`js tq[\]/`]dcj]_[suqa_vwcb]/`]dcj]_[V
k+\]d]b^_jb^`e^`a[]^ZZcb]`dcf_a[g`]lgd[m]^_]^Z[\]Z^nn^hc_fopq&]b`][a`vstq*ddcd[a_[ &]b`][a`vsuqS\c]ZYc_a_bcanRZZcb]`sxq*ddcd[a_[+`]adg`]`V k'_[\]an[]`_a[cy]Uadc_fn]b^`e^`a[]dcf_a[g`]cdabb]e[amn]h\]_abb^lea_c]jmvab^`e^`a[] `]d^ng[c^_j]l^_d[`a[c_f[\]n]fanag[\^`c[v^Z[\]dcf_a[g`][^mc_j[\]b^lea_vV 
   >@AK;1?J=     3A;P=

   5ANK?;G@=     z?;=

   >@AK;1?J=     3A;P=

   5ANK?;G@=     z?;=

WWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWW SR,)+{RYR-*)(.U*/RX'+'S*X&,r|'w'&'R)RY+}.&+*+.RYS*X'YR-)'* 
   >@AK;1?J=     3A;P=

   5ANK?;G@=     z?;=

~€‚ƒ„
†
‡ˆ‰Šˆ‹~ŒŽ†‘†’“‘‘”““•–—†“~~˜™Ž†‘†
š›œž›Ÿœ ¡›¢£
¤›œ¥¢œ ¦§¨©ª
«œ¬›œ¦¡›­
®§¯°§¯±¯²
š›œž›Ÿœ ¡›¢£
®§¯°§¯±¯²
«¡³›œœ ¡´œµ¥µ
®§¯°§¯±¯²
¶œ³·¦­¤·›¬¸¡¥¢ ¹ž¹œ ¦
933
934
935
5 6
Solicitation 017-C023940-JM

COST RECOVERY AND REDUCTION SERVICES
Bid Designation: Public
County of Orange
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 1 936
5 6
Bid 017-C023940-JM

COST RECOVERY AND REDUCTION SERVICES
Bid Number    017 -C023940 -JM
Bid Title    COST RECOVERY AND REDUCTION SERVICES
Bid Start Date Apr 4, 2019 7:34:03 PM PDT
Bid End Date Apr 25, 2019 2:00:00 PM PDT
Question & Answer
End Date Apr 12, 2019 2:00:00 PM PDT
Bid Contact    Jeff M Miller
Supvg. Procurement Contract Specialist
714 -796-8329
[email protected]
Bid Contact    Sapreena L Leoso
AMI
714 -567-7363
[email protected]
Standard Disclaimer     The County of Orange is not responsible for and accepts no liability for any technical difficulties or failures that result from conducting business electronically.

Description

COUNTY EXECUTIVE OFFICE (CEO) IS SOLICITING PROPOSALS FROM RESPONDENT(S) INTERESTED IN ENTERING INTO A FIVE-YEAR CONTRACT FOR THE PROVISION OF COST RECOVERY AND REDUCTION SERVICES.

ALL QUESTIONS PERTAINING TO THIS REQUEST FOR PROPOSALS (RFP) MUST BE ADDRESSED VIA THE COUNTY’S ONLINE BID SYSTEM AT HTTP://WWW.BIDSYNC.COM .

ANY COUNTY RESPONSE RELEVANT TO THIS RFP OTHER THAN THROUGH OR APPROVED BY CEO/COUNTY PROCUREMENT OFFICE IS UNAUTHORIZED AND WILL BE CONSIDERED INVALID.
**RESPONDENTS ARE ADVISED TO CAREFULLY READ THE MODEL CONTRACT (TERMS AND CONDITIONS AS WELL AS THE ATTACHMENTS), ESPECIALLY THE INSURANCE PROVISIONS, PRIOR TO SUBMITTING A PROPOSAL. AWARDED RESPONDENT MUST PROVIDE ALL INSURANCE REQUIREMENTS WITHIN SEVEN (7) DAYS OF RECOMMENDATION OF AWARD BUT PRIOR TO OFFICIAL CONTRACT AWARD.
**CONTRACTOR WILL BE REQUIRED TO SIGN A CONTRACT UPON AWARD. IF CONTRACTOR IS A CORPORATION, SIGNATURE WILL BE PROVIDED IN ACCORDANCE WITH THE CORPORATIONS CODE AS SPECIFIED IN THE RFP.

IMPORTANT DATES
APRIL 12, 2019 - QUESTIONS DUE BY 2:00 P.M.

APRIL 25, 2019 - PROPOSALS DUE BY 2:00 P.M.

RESPONDENT MUST MEET THE FOLLOWING MINIMUM REQUIREMENTS:

A MINIMUM OF THREE (3) YEARS OF EXPERIENCE PROVIDING COST RECOVERY AND REDUCTION SERVICES, INCLUDING EXPERIENCE PROVIDING THESE SERVICES FOR PUBLIC AGENCIES. County of Orange Bid 017-C023940-JM 4/4/2019 10:18 PM p. 2 937

COUNTY EXECUTIVE OFFICE

COUNTY PROCUREMENT OFFICE

REQUEST FOR PROPOSALS
(RFP)

COST RECOVERY AND REDUCTION SERVICES
RFP NO. 017-C023940-JM
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 3 938
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Cover Page
C023940 Page 2 of 42

REQUEST FOR PROPOSALS
DATE: April 4, 2019

COVER PAGE
REQUEST FOR PROPOSALS (“RFP”)
The County of Orange, County Executive Office/County Procurement Office, (hereinafter referred to collectively as “County”), is soliciting proposals from qualified firms (hereinafter referred to as “Respondents”) to provide Cost Recovery and Reduction Services. The awarded contract (hereinafter referred to as “Contract”) will be a usage contract between the County and the selected Respondent(s) (hereinafter referred to as “Contractor” or “Contractors”) to provide Cost Recovery and Reduction Services, in accordance with the terms and conditions set forth in the Model Contract, including Attachments, provided herein as Section III.

This Request for Proposals is set out in the following format:

SECTION I. Introduction and Instructions to Respondents SECTION II. Proposal Response Requirements
SECTION III. Model Contract
ALL QUESTIONS/REQUESTS FOR INTERPRETATION ARE DUE: APRIL 12, 2019, 2:00 P.M. PACIFIC TIME All questions and inquiries related to this RFP must be directed to: Jeff Miller, County Deputy Purchasing Agent (hereinafter referred to as “DPA”), County Procurement Office, via the County’s on-line bid system at:
https://www.bidsync.com under the bid page for this solicitation. For BidSync assistance, please contact BidSync Vendor Support Team at 800-990-9339 Option 1.

Respondents are not to contact other County personnel with any questions or clarifications concerning this RFP. The County Procurement Office will provide all official communication concerning this RFP. Any County response relevant to this RFP other than through or approved by the County Procurement Office is unauthorized and will be considered invalid.

I HAVE READ, UNDERSTOOD, AND AGREE TO ALL STATEMENTS IN THIS REQUEST FOR PROPOSAL AND TO THE TERMS, CONDITIONS, AND ATTACHMENTS REFERENCED HEREIN.

Respondent/Company Legal Name (as it appears on W-9) FED ID Number Postal Address
Authorized Signature* Title Date
Authorized Signature* Title Date
*If the Respondent is a corporation, (2) two signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. If Respondent’s officer holds dual title, Respondent must sign this instrument twice; each time indicating his or her office title, that qualifies under the above-described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signatory to bind the corporation.

RETURN THIS SHEET WITH YOUR RESPONSE
INSTRUCTIONS:

1. SUBMIT ONE (1) ORIGINAL AND FIVE (5)

HARD COPIES OF YOUR PROPOSAL AND ONE
(1) COPY ON A USB/THUMB DRIVE.

2. RETURN THIS PAGE, SIGNED, WITH
PROPOSAL.

3. ALL PROPOSALS ARE TO BE IDENTIFIED WITH
RFP#, AND RETURNED IN A SEALED
ENVELOPE OR PACKAGE.

4. FOR FURTHER INFORMATION, CONTACT:

Jeff Miller, DPA
[email protected]

PROPOSALS MUST BE

RECEIVED AT OR PRIOR
TO
2:00 P.M. PACIFIC

TIME ON
APRIL 25, 2019
RFP #: 017-C023940-JM

COUNTY OF ORANGE

CEO/COUNTY PROCUREMENT OFFICE
1300 S. GRAND AVE
SANTA ANA, CA 92705
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 4 939
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Table of Contents
C023940 Page 3 of 42

TABLE OF CONTENTS
Page No.

COVER PAGE .........................................................................................................................................................2 TABLE OF CONTENTS.........................................................................................................................................3 SECTION I: INTRODUCTION AND INSTRUCTIONS TO RESPONDENTS I. Introduction ...................................................................................................................................................5 II. Proposed Time Schedule ...............................................................................................................................5 III. Instructions to Respondent(s) and Procedures for Submittal .................................................................... 5-7 IV. Protest Procedures – Instructions .............................................................................................................. 7-8 V. Evaluation Process and Criteria................................................................................................................. 8-9 VI. Selection/Award Procedures ........................................................................................................................9 VII. Orange County Child Support and W-9 Requirements........................................................................... 9-10 SECTION II: RESPONSE REQUIREMENTS
Part 1
I. Cover Page/Executive Summary.................................................................................................................13 II. Validity of Proposal .....................................................................................................................................13 III. Certification of Understanding....................................................................................................................13 IV. Minimum Qualifications/Requirements Statement .....................................................................................14 V. Certificate of Insurance ...............................................................................................................................14 VI. Child Support Enforcement and W-9 Requirements...................................................................................14 VII. Conflict of Interest.......................................................................................................................................14 VIII. Litigation .....................................................................................................................................................15 IX. Name/Ownership Changes..........................................................................................................................15 X. Statement of Compliance ............................................................................................................................16 Part 2
Company Profile.......................................................................................................................................................17 Part 3
Respondent’s Proposal........................................................................................................................................ 18-20 SECTION III: MODEL CONTRACT
Model Contract................................................................................................................................................... 22-40 Attachment A - Scope of Work.......................................................................................................................... 35-37 Attachment B - Contractor’s Rates/Compensation ............................................................................................ 38-39 Attachment C - Staffing Plan ...................................................................................................................................40

EXHIBITS
Exhibit 1 - Orange County Child Support Enforcement Certification Requirements........................................ 41-42 County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 5 940

SECTION I

INTRODUCTION
AND

INSTRUCTIONS TO RESPONDENTS
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 6 941
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section I - Introduction & Instructions to Respondents C023940 Page 5 of 42
SECTION I: INTRODUCTION AND INSTRUCTIONS TO RESPONDENTS I. INTRODUCTION
County is soliciting proposals from qualified Respondents, for Cost Recovery and Reduction Services.

County intends that the successful Respondent shall provide Cost Recovery and Reduction Services proposed in accordance with the terms and conditions set forth in Section III – Model Contract, including Attachments. Refer to Section III, Attachment A of this RFP for an expanded description of the Scope of Work.

II. PROPOSED TIME SCHEDULE
April 4, 2019 Release of Request for Proposal
April 12, 2019 Written questions from Respondents Due by 2:00 P.M. Pacific Time April 25, 2019 RFP Closing Date and Time - 2:00 P.M. Pacific Time TBD Recommendation of Award
III. INSTRUCTIONS TO RESPONDENT(S) AND PROCEDURES FOR SUBMITTAL

1. Clearly identified Proposals are due on, or prior to, the date and time specified above and on Cover Page, and are to be addressed in a sealed package to:

Re: RFP No. 017-C023940-JM: Cost Recovery and Reduction Services Attn: Jeff Miller, DPA
County of Orange, County Executive Office/County Procurement Office 1300 S. Grand Avenue
Building A, 2nd Floor
Santa Ana, CA 92705
County Executive Office/County Procurement Office regular business hours:

Monday through Friday
8:00 A.M. to 12:00 P.M. and
1:00 P.M. to 5:00 P.M.

Facsimile and e-mail proposals will NOT be allowed. Proposals must be time-stamped on the outside of the sealed package by the County Executive Office/County Procurement Office. It is the sole responsibility of the Respondent to ensure that delivery is made to the County Executive Office/County Procurement Office at the above address by the due date and closing time specified.

Late proposals or proposals delivered to any other location will not be accepted. Delivery receipts are available upon request.

2. County has attempted to provide all information available. It is the responsibility of each Respondent to review, evaluate, and, where necessary, request any clarification prior to submission of a proposal.

If any person contemplating submitting a response to this Request for Proposals is in doubt as to the true meaning of any part of the solicitation documents attached hereto or finds discrepancies in or County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 7 942
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section I - Introduction & Instructions to Respondents C023940 Page 6 of 42
omissions from the specifications, they must submit a written request for clarification/interpretation to the DPA via the County’s on-line bid system at: https://www.bidsync.com under the bid page for this solicitation.

If clarification or interpretation of this solicitation is considered necessary by County, a written addendum shall be issued and the information will be posted on County’s on-line bid system at:
https://www.bidsync.com. Any interpretation of, or correction to, this solicitation shall be issued by the County DPA. However, County does not guarantee receipt by Respondent of all addenda. It is the responsibility of each Respondent to periodically check County’s on-line bid system to ensure that they have received and reviewed any and all addenda to this solicitation. County will not be responsible for any other explanations, corrections to, or interpretations of the documents, including any oral information. If an addendum is issued, an appropriately signed copy will be included with proposal response.

All questions or requests for interpretation must be received by the date and time specified on Cover Page (page 2).

Proposals must be valid for a period of at least three hundred sixty five (365) calendar days from the proposal due date. No proposal may be withdrawn after the submission date.

3. Each Respondent must provide: One (1) signed original, five (5) copies, and additionally, one (1) electronic copy in MS Word on a Flash Drive of their proposal. The original signature copy is to be clearly marked as “ORIGINAL” on the outside cover and contain original ink signatures.

All proposals shall be submitted on standard 8.5 x 11-inch paper. All pages must be numbered and identified sequentially by section. Proposals must be tabbed and indexed in accordance with the information requested in Section II, Response Requirements. It is imperative that all Respondents responding to this RFP comply, exactly and completely, with the instructions set forth herein. All responses to this RFP shall be typewritten or word-processed (except where otherwise provided or noted), concise, straightforward, and must fully address each requirement and question. Although not as a substitute for a complete written response, additional material, such as technical documents, may be referenced in any response, if the material is included in the same section as additional information.

Proposals are NOT to be marked as confidential or proprietary. County may refuse to consider any proposal so marked. Proposals submitted in response to this RFP may become subject to public disclosure per the California Public Records Act, Government Code Section 6250 et seq. County shall not be liable in any way for disclosure of any such records. Additionally, all proposals shall become the property of the County. County reserves the right to make use of any information or ideas in the proposals submitted.

4. By submitting a proposal, the Respondent represents that it has thoroughly examined the County’s requirements and are familiar with the services required under this RFP and that it is qualified and capable of providing the services to achieve the County’s objectives.

5. Each Respondent must submit its proposal in strict accordance with all requirements of this RFP and compliance must be stated in the proposal. Deviations, clarifications and/or exceptions must be clearly identified and listed separately as alternative items for the County’s consideration as specified in Section II; Part 1; “X. Statement of Compliance.”

6. County reserves the right to negotiate modifications with any Respondent as necessary to serve the best interests of the County. Any proposal may be rejected if it is conditional, incomplete or deviates County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 8 943
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section I - Introduction & Instructions to Respondents C023940 Page 7 of 42
from specifications in this RFP. County reserves the right to waive, at its discretion, any procedural irregularity, immaterial defects or other improprieties which the County deems reasonably correctable or otherwise not warranting rejection of the proposal. Any waiver will not excuse a Respondent from full compliance.

7. Pre-contractual expenses are not to be included in the Respondent’s pricing (Attachment B). County shall not be liable for any expenses incurred by Respondent in the preparation or submission of their proposal. Pre-contractual expenses are defined as including, but not limited to, expenses incurred by the Respondent in: a) preparing its proposal in response to this RFP; b) submitting that proposal to the County; c) negotiating with the County any matter related to the Respondent’s proposal; and d) any other expenses incurred by the Respondent prior to the date of award and execution, if any, of the Contract.

8. Where two or more Respondents desire to submit a single proposal in response to this solicitation, they must do so on a prime/subcontractor basis rather than as a joint venture. County intends to contract with a single firm that may subcontract with multiple firms (team) but not with multiple firms doing business as a joint venture.

9. County does not require and neither encourages nor discourages the use of lobbyists or other consultants for the purpose of securing business.

10. DUNS ® No: The County requires a valid D-U-N-S number prior to Contract Award. If needed, your company may obtain one at no cost at www.dnb.com. If you are unable to provide/obtain a D-U-N-S number, please indicate so in your proposal response.

IV. PROTEST PROCEDURES – INSTRUCTIONS
In the event a Respondent alleges a grievance by the solicitation or award of Contract, the Respondent may submit a written protest to the DPA.

A. Procedure
All protests shall be typed under the protestor’s letterhead and submitted in accordance with the provisions stated herein. All protests shall include at a minimum the following information:
i. The name, address and telephone number of the protestor; ii. The signature of the protestor or the protestor’s representative; iii. The solicitation or contract number;
iv. A detailed statement of the legal and/or factual grounds for the protest; and, v. The form of relief requested.

B. Protest of Bid/Proposal Specifications
All protests related to bid or proposal specifications must be submitted to the Deputy Purchasing Agent no later than five (5) business days prior to the closing date for proposals. Protests received after the five (5) business-day deadline will not be considered by the County.

In the event the protest of specifications is denied and the protestor wishes to continue in the solicitation process, they must still submit a bid prior to the close of the solicitation in accordance with the bid/proposal submittal procedures provided in the bid/proposal.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 9 944
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section I - Introduction & Instructions to Respondents C023940 Page 8 of 42
C. Protest of Award of Contract
In protests related to the award of a contract, the protest must be submitted no later than five (5) business days after the notice of the proposed contract award is provided by the DPA. Protests relating to a proposed contract award which are received after the five (5) business day deadline will not be considered by the County.

D. Protest Process
i. In the event of a timely protest, the County shall not proceed with the solicitation or award of the contract until the DPA, the County Purchasing Agent or the Procurement Appeals Board renders a decision on the protest.
ii. Upon receipt of a timely protest, the Deputy Purchasing Agent will within ten (10) business days of the receipt of the protest, issue a decision in writing which shall state the reasons for the actions taken.
iii. The County may, after providing written justification to be included in the procurement file, make the determination that an immediate award of the contract is necessary to protect the substantial interests of the County. The award of a contract shall in no way compromise the protestor’s right to the protest procedures outlined herein. iv. If the protestor disagrees with the decision of the Deputy Purchasing Agent, the protestor may submit a written appeal to the Office of the Director requesting an appeal to the Procurement Appeals Board, in accordance with the process stated below.

E. Appeal Process
i. If the protestor wishes to appeal the decision of the Deputy Purchasing Agent, the protestor must submit, within three (3) business days from receipt of the Deputy Purchasing Agent’s decision, a written appeal to the Office of the County Procurement Officer. ii. Within fifteen (15) business days, the County Procurement Officer will review all materials in connection with the grievance, assess the merits of the protest and provide a written determination that shall contain his or her decision.
iii. The decision of the County Procurement Officer will be final and there shall be no right to any administrative appeals of this decision.

V. EVALUATION PROCESS AND CRITERIA
Proposals shall be evaluated by an evaluation committee on the basis of the responsiveness to the questions and requirements in this RFP. Proposals will be competitively evaluated on the basis of the following criteria listed in a random order of importance:
• Qualifications and Related Experience
• Proposed Staffing and Key Personnel
• Work Plan
• Cost Proposal
• Organization/Completeness of Response & Degree of Compliance with Model Contract Proposals deemed to meet all minimum RFP requirements will be scored based on established criteria, which have been weighted and will be assigned points that measure the responsiveness to each identified criterion. The total number of points earned will be tallied for each proposal, and the proposals will be rank-ordered, based upon the Respondent(s) submitted written materials.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 10 945
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section I - Introduction & Instructions to Respondents C023940 Page 9 of 42
County reserves the right to conduct, or not to conduct, in-person clarification interviews and/or presentations with the highest-rated Respondent(s). The decision whether to conduct clarification interviews/presentations rests solely with County and the decision of the DPA is final. Respondent shall be ready to attend clarification interview/presentation within three (3) calendar days of notification. The County reserves the right to interview additional Respondents. Any inquiry to determine the responsibility of a Respondent to this RFP may be conducted. Respondent agrees that the submission of a proposal is permission by Respondent for County to verify all information contained therein. If County believes it necessary, additional information may be requested from Respondent. Failure to comply with any such request may disqualify a Respondent from further consideration.

VI. SELECTION/AWARD PROCEDURES
Upon completion of the evaluation process, the Evaluation Panel will make a recommendation for award to the County DPA. Final award determination shall be subject to reference checks and past performance and may require Board of Supervisors’ approval.

The Model Contract contained in Section III of this solicitation is the contract proposed for execution. It may be modified to incorporate negotiated items and other pertinent terms and conditions set forth in this solicitation, including special conditions and requirements and those added by addendum and necessary attachments to reflect the Respondent’s proposal and qualifications.

Negotiations may or may not be conducted with the Respondents; therefore, proposals submitted should contain Respondent's most favorable terms and conditions, since the selection and award may be made without further discussion. Any exceptions to the terms and conditions of the proposed Model Contract regarding Respondent’s inability to comply with any of the provisions thereof are to be declared in the response to the RFP in Section II; Part 1; “X. Statement of Compliance.” If County is unable to negotiate a Contract in a timely manner or satisfactorily, the County, in its sole discretion, may terminate negotiations with the selected Respondent and begin negotiations with the next Respondent.

County reserves the right to: a) negotiate the final Contract with any Respondent(s); b) withdraw this RFP in whole or in part at any time without prior notice (County makes no representations that any Contract will be awarded to any Respondent responding to this RFP); c) award its total requirements to one Respondent or to apportion those requirements among two or more Respondents; and/or d) reject any proposal as non-responsive, if it is conditional, incomplete or deviates significantly from the services requested in this RFP.

VII. ORANGE COUNTY CHILD SUPPORT AND W-9 REQUIREMENTS
A. ORANGE COUNTY CHILD SUPPORT
In order to comply with the child support enforcement requirements of the County, within ten (10) days of notification of selection of award of Contract but prior to official award of Contract, the selected contractor agrees to furnish to the contract administrator, the Purchasing Agent, or the agency/department deputy purchasing agent:

1. In the case of an individual contractor, his/her name, date of birth, Social Security number, and residence address;
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 11 946
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section I - Introduction & Instructions to Respondents C023940 Page 10 of 42

2. In the case of a contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity;

3. A certification that the contractor has fully complied with all applicable federal and state reporting requirements regarding its employees; and

4. A certification that the contractor has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply.

Failure of the contractor to timely submit the data and/or certifications required may result in the Contract being awarded to another contractor. In the event a Contract has been issued, failure of the contractor to comply with all federal, state, and local reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such breach within sixty (60) calendar days of notice from the County shall constitute grounds for termination of the Contract.
(At time of recommended Contract award and upon County request, Contractor shall utilize the forms provided in Exhibit 1 of this solicitation to satisfy this requirement.) B. DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE FORM W-9 REQUIREMENT Effective June 3, 2006, all Contractors, entering into a contract with the County, who are not already established in the Countywide Accounting and Personnel System (CAPS) as an Auditor-Controller vendor, will be required to submit to the County a federal Form W-9, or form W-8 for foreign vendors.

The County will inform the Contractor, at the time of award, if the Form W-9 or W-8, will be required.

In order to comply with this County requirement, within ten (10) days of notification of selection of award of Contract but prior to official award of Contract, the selected contractor agrees to furnish to the contract administrator, the Purchasing Agent, or the agency/department deputy purchasing agent the required W-9 or W-8. A 587/590 Form may be required for out of State Respondents.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 12 947

SECTION II

RESPONSE REQUIREMENTS
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 13 948
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 12 of 42
SECTION II: RESPONSE REQUIREMENTS
Proposals must be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of this RFP. Emphasis should be on completeness and clarity of content with sufficient detail to allow for accurate evaluation and comparative analysis. County reserves the right to make ANY inquiry into the responsibility of Respondent. Proposals are not limited in size.

Proposals must include three (3) tabbed sections, Part 1, Part 2, and Part 3 and must be indexed in the order outlined below within this section. List questions and your responses and/or attachments as numbered and listed within each section below.

Minimum Qualifications/Requirements:

The following are the minimum qualifications for a Respondent to be considered as an eligible Respondent to submit a response for the requested services described in this RFP. • A minimum of three (3) years of experience providing Cost Recovery and Reduction Services, including experience providing these services for public agencies.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 14 949
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 13 of 42
Part 1:
(Complete this section and submit as Part 1 in the first tabbed section of Proposal.) I. Cover Page/Executive Summary
All Proposals must be accompanied by a cover letter of introduction and executive summary of the Proposal. The cover letter must be signed by person(s) with authority to bind the Respondent. If the Respondent is a corporation, then two (2) signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signatory to bind the corporation. An unsigned or improperly signed Proposal submission is grounds for rejection of the proposal and disqualification from further participation in this RFP process. All Proposals shall include in this first tabbed section, the Cover Page of this RFP and any subsequent addenda issued to this RFP with appropriate signatures as required.

II. Validity of Proposal
County requires that all Proposals be valid for at least three hundred sixty five (365) calendar days from the Proposal due date. Submissions not valid for at least three hundred sixty five (365) calendar days from the Proposal due date will be considered non-responsive. The Respondent shall state the length of time for which the submitted Proposal shall remain valid below.

Respondent hereby certifies that Respondent’s Proposal is valid for three hundred sixty-five (365) days from the RFP Closing Date.

Validity of Proposal (in days) Signature required
III. Certification of Understanding
County assumes no responsibility for any understanding or representation made by any of its officers, employees or agents during or prior to the execution of any Contract resulting from this solicitation unless:

A. Such understanding or representations are expressly stated in the Contract; and, B. The Contract expressly provides that the County therefore assumes the responsibility.

Representations made but not expressly stated and for which liability is not expressly assumed by the County in the Contract shall be deemed only for the information of the Respondent.

By signing below, Respondent certifies that such understanding has been considered in this response. (Signature required)
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 15 950
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 14 of 42
IV. Minimum Qualifications/Requirements Statement
Respondent hereby certifies that it meets all minimum qualifications and requirements set forth above in Section II (page 12) by signing below.
(Signature required)
V. Certificate of Insurance
Respondent hereby certifies Respondent’s willingness and ability to provide the required insurance coverage and certificates as set forth in Section III, Model Contract by signing below (see Model Contract, Article O. Insurance).
(Signature required)
VI. Child Support Enforcement and Form W-9 Requirements Respondent certifies its willingness and ability to provide the required Orange County Child Support Enforcement and Form W-9 Requirements as indicated in Section I by signing below (see Exhibit 1, but do NOT submit at this time).
(Signature required)
VII. Conflict of Interest
Respondent must certify either a or b by signing below:
a. Respondent certifies current/past financial, business or other relationship(s) with the County exist/existed as follows:
i. Disclose any financial, business or other relationship with the County of Orange, any other entity that the Orange County Board of Supervisors governs*, or any Orange County Board member, officer or employee, which could affect or influence award of the contract for the services you propose to provide.
____________________________________________________________________ (Signature required)
OR
b. Respondent certifies that no relationships exist/existed as outlined in item a. above. ___________________________________________________________________ (Signature required)
*Orange County Board of Supervisors govern: All Assessment Districts, All Community Facilities Districts, All Reassessment Districts, Housing and Community Development Commission, Housing Successor Agency to the Orange County Development Agency, In-Home Supportive Services Public Authority, Industrial Development Authority For Orange County, Local Redevelopment Authority Marine Corp Air Station (MCAS) El Toro, Orange County Financing Authority, Orange County Flood Control District, Orange County Housing Authority, Orange County Housing Authority Acting As the Housing Successor Agency, Orange County Public Financing Authority, Orange County Special Financing Authority, South Orange County Public Financing Authority, and the Successor Agency to the Orange County Development Agency County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 16 951
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 15 of 42
VIII. Litigation
Respondent must certify either a or b by signing below:
a. Respondent certifies current/past litigation as follows:
i. Respondent shall provide detailed information regarding litigation (court and case number), liens, or claims involving Respondent, or any company that holds a controlling interest in Respondent, against the County of Orange in the past seven (7) years.
ii. Respondent shall provide detailed information regarding litigation (court and case number), liens, or claims involving any proposed subcontractors, or any company that holds a controlling interest in subcontractor firm(s), against the County of Orange in the past seven (7) years.
____________________________________________________________________ (Signature required)
OR
b. Respondent certifies that Respondent or any proposed subcontractors do not have any past or current litigation.
____________________________________________________________________ (Signature required)
IX. Name/Ownership Changes
Respondent must certify either a or b by signing below:
a. Respondent certifies past company name changes and/or ownership changes, for Respondent’s firm and any proposed subcontractor firm, as follows:
i. Respondent shall provide detailed information regarding any company name changes (including legal business names) in the past seven (7) years. ii. Respondent shall provide detailed information regarding any company ownership changes (including legal business names) in the past seven (7) years. ____________________________________________________________________ (Signature required)
OR
b. Respondent certifies that Respondent or any proposed subcontractors have not had any company name changes or ownership changes in the past seven (7) years. ____________________________________________________________________ (Signature required)
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 17 952
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 16 of 42
X. Statement of Compliance
A statement of compliance with all parts of this RFP or a listing of exceptions and suggested changes must be submitted in response to this RFP. Respondent must certify either A or B by signing below:

A. This response is in strict compliance with this RFP including but not limited to, the terms and conditions set forth in Section III - Model Contract and its Attachments, and no exceptions thereto are proposed.
(Signature required)
OR
B. This response is in strict compliance with this RFP including but not limited to, the terms and conditions set forth in Section III - Model Contract and its Attachments, except for those proposed exceptions expressly listed in a separate attachment hereto. (Signature required)
i. Attachment for each proposed exception must include:

1. The RFP page number and section of the provision Respondent is taking exception to;

2. The complete provision Respondent is taking exception to;

3. The suggested rewording by way of tracked changes (Microsoft Word Format);

4. Reason(s) for submitting the proposed exception; and,

5. Any impact the proposed exception may have on the services to be provided.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 18 953
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 17 of 42
Part 2:

Company Profile
(Complete this form and submit as Part 2 in the second tabbed section of Proposal.) Company Legal Name:

Company Legal Status (corporation, partnership, sole proprietor, etc.):

Business Address:

Website Address:

Telephone Number: (___) Facsimile Number: (___)
Email Address:

Length of time the firm has been in business: Length of time at current location:

Is your firm a sole proprietorship doing business under a different name? Yes No If yes, please indicate sole proprietor’s name and the name you are doing business under:

Is your firm incorporated? Yes No If yes, State of Incorporation:

Federal Taxpayer ID Number *D-U-N-S® No.
*County requires a valid D-U-N-S® number prior to Contract Award. If needed, your company may obtain one at no cost at www.dnb.com. If you are unable to provide/obtain a D-U-N-S® number, please indicate so in your proposal response Regular business hours:

Regular holidays and hours when business is closed:

Contact person in reference to this solicitation:

Telephone Number: (___) Facsimile Number: (___)
Email Address:

Contact person for accounts payable:

Telephone Number: (___) Facsimile Number: (___)
Email Address:

Name of Project Manager:

Telephone Number: (___) Facsimile Number: (___)
Email Address:

In the event of an emergency or declared disaster, the following information is required:

Name of contact during non-business hours:

Telephone Number: (___) Facsimile Number: (___)
Email Address: Cell or Pager Number:

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 19 954
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 18 of 42
Part 3:

Respondent’s Proposal
(Complete this section and submit as Part 3 in the third tabbed section of Proposal) I. QUALIFICATIONS AND RELATED EXPERIENCE:

This section of the proposal will establish the ability of Respondent to satisfactorily perform the required work by reasons of experience in performing services of a similar nature, demonstrated competence in the services to be provided, strength and stability of the team, staffing capability, work load, record of meeting schedule on similar projects, supportive client reference. As part of its response to the following, Respondent must justify how the minimum qualifications/requirements specified in this Section II have been satisfied.

A. Respondent shall:

1. Provide documentation validating Minimum Qualifications:
a. A minimum of three (3) years of experience providing Cost Recovery and Reduction Services, including experience providing these services for public agencies.

2. Provide a brief profile of the firm, including the name, a brief history, description of the firm, types of services offered; the year founded; form of the organization (corporation, partnership, sole proprietorship); number, size and location of offices; number of employees.

Note: Use of subcontractors shall in no way reduce or mitigate the prime contractor’s liability in regard to all work under the contract and scope of work associated with this RFP, including all work performed by subcontractors.

3. Provide examples of at least five (5) public agencies your firm has provided similar services to that demonstrate Respondent’s qualifications to accomplish the services described in Attachment A - Scope of Work. Include the following information for each project:
a. Project description and location.
b. Outcomes achieved;
c. Total savings achieved/percentage paid for services; d. Schedule performance; and,
e. Key Personnel utilized.

4. Provide a minimum of three (3) reference letters, from clients outside the County of Orange organization, for the services cited as related experience. Reference letters shall include the name, title, e-mail address, address and telephone number of the person(s) at the client organization who is most knowledgeable about the services performed. Reference letters should be provided from previous clients who have received similar services to those listed within this RFP. If Respondent proposes to use sub-contractor(s) to perform services specified herein, County reserves the right to verify references for sub-contractor. It is Respondent’s sole responsibility to ensure that the firm name, location, and point of contact’s name, title, and phone number for each identified reference organization is current, complete, and accurate. County may disqualify Respondent if:
a. References fail to substantiate Respondent’s description of services provided;

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 20 955
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 19 of 42
b. References fail to support that Respondent has a continuing pattern of providing capable, productive, and skilled personnel; and,
c. County is unable to reach the point of contact with reasonable effort. It is respondent’s responsibility to inform the point of contact of normal County working hours.

5. Provide general description of the firm’s financial condition and identify any conditions (e.g., bankruptcy, pending litigation, planned office closures, or impending merger/acquisitions) that may impede Respondent’s ability to complete the services. Please include a copy of the firm’s current financial statement.

6. Provide the name and title of person(s) authorized to bind the Respondent, together with the main office address, and telephone number (including area code).

7. Respondent shall describe additional relevant information concerning the services offered in this RFP that it considers important in evaluating its’ services.

II. PROPOSED STAFFING AND KEY PERSONNEL
This section of the Proposal should establish the qualifications of the proposed project staff.

A. Respondent shall:

1. Complete Attachment C “Staffing Plan” of the Model Contract (included in Section III of this RFP) and submit hereinto:
a. Identify key personnel proposed to perform services under the Contract and specify any licenses/certifications held by those individuals, Classification/Designation, years of related experience, and length of time with the Respondent’s firm.

2. Provide education, experience, and applicable professional credentials of key personnel.

3. Furnish resumes (brief - two page maximum each) for the proposed Project Manager and other key personnel.

4. Include a project organization chart, which clearly delineates communication/reporting relationships among the key personnel.

5. Include a statement that key personnel will be available to the extent proposed for the duration of the Contract acknowledging that no person designated as “key personnel” shall be removed or replaced without prior written concurrence of the County.

III. WORK PLAN
Respondent shall provide a brief narrative that addresses the Scope of Work and demonstrates Respondent’s understanding of the County’s needs and requirements.

A. Respondent shall:

1. Describe the approach to completing each required objective specified within the Scope of Work. In addition, provide an approach structured to ensure the following:
a. Quality performance;
b. Cost control and ability to complete the project within scope, schedule, and budget; c. Responsiveness to County staff and project requirements; and County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 21 956
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section II: Response Requirements C023940 Page 20 of 42
d. Coordination between Respondent and County staff.

2. Outline sequentially the activities that would be undertaken in completing the objectives and specify the key personnel proposed to perform each objective.

IV. COST (COMPLETE AS SECTION III, ATTACHMENT B, AND SUBMIT HEREIN) In this section, Respondent shall complete Attachment B of the Model Contract (included in Section III of this Request for Proposal) and submit herein to include:

1. Proposed fee as a percentage of cost savings/refunds County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 22 957

SECTION III

MODEL CONTRACT

COST RECOVERY AND REDUCTION SERVICES
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 23 958
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 22 of 42
SECTION III: MODEL CONTRACT

CONTRACT TBD
FOR

COST RECOVERY AND REDUCTION SERVICES
THIS Contract TBD for Cost Recovery and Reduction Services, (hereinafter referred to as “Contract”) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California, (hereinafter referred to as “County”) and TBD, (hereinafter referred to as “Contractor”) with County and Contractor sometimes individually referred to as (“Party”), or collectively referred to as (“Parties”).

RECITALS
WHEREAS, County and Contractor are entering into this Contract for Cost Recovery and Reduction Services under a Usage Contract; and,
WHEREAS, County solicited Cost Recovery and Reduction Services as set forth herein, and Contractor has represented that it is qualified to provide Cost Recovery and Reduction Services to the County as further set forth herein; and,
WHEREAS, Contractor agrees to provide Cost Recovery and Reduction Services the County as further set forth in the Scope of Work, attached hereto as Attachment A and incorporated herein; and, WHEREAS, County agrees to pay Contractor the fees as further set forth in Contractor’s Pricing, attached hereto as Attachment B and incorporated herein; NOW THEREFORE, the Parties mutually agree as follows:

ARTICLES
GENERAL TERMS AND CONDITIONS:

A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, 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, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

B. Entire Contract: This Contract, including Attachments which are attached hereto and incorporated herein by this reference, contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County’s Purchasing Agent or designee.

C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing.

D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 24 959
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 23 of 42
state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor.

E. Delivery: Time of delivery of goods or services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for goods shall not bind County to accept future shipments nor deprive it of the right to return goods already accepted at Contractor’s expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by County.

F. Acceptance/Payment: Unless otherwise agreed to in writing by County: 1) acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance.

G. Warranty: Contractor expressly warrants that the goods covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold County and its indemnities as identified in paragraph “Z” below, and as more fully described in paragraph “Z,” harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.

H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnities harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.

I. Assignment or Sub-Contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties.

Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract.

J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 25 960
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 24 of 42
K. Termination: In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation.

L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

M. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through County.

N. Performance: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract.

Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.

O. Insurance Provision: Prior to the provision of services under this Contract, the Contractor Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor’s expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with.

Contractor agrees to keep such insurance coverage, Certificates of Insurance, and endorsements on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor.

Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor’s insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor.

Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any selfinsured retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved by the County’s Risk Manager, or designee, upon review of Contractor’s current audited financial report. If Contractor’s SIR is approved, Contractor, in addition to, and without limitation of, any other indemnity provision(s) in this Contract, agrees to all of the following:
1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Contractor’s, its agents, employee’s or County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 26 961
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 25 of 42
subcontractor’s performance of this Contract, Contractor shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same; and 2) Contractor’s duty to defend, as stated above, shall be absolute and irrespective of any duty to indemnify or hold harmless; and
3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor’s SIR provision shall be interpreted as though the Contractor was an insurer and the County was the insured.

If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract.

Qualified Insurer
The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M. Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that the insurer be licensed to do business in the state of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings.

The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below:

Coverage Minimum Limits
Commercial General Liability $1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability including coverage for
owned, non-owned and hired vehicles
$1,000,000 combined single limit per
occurrence
Workers’ Compensation Statutory
Professional Liability Insurance $1,000,000 per claims-made $1,000,000 aggregate
Required Coverage Forms
The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad.

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad.

Required Endorsements
The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance:
1) An Additional Insured endorsement using ISO form CG 20 26 04 13or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT..
2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 27 962
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 26 of 42
The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT.

All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment.

Contractor shall notify County in writing within thirty (30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.

The Commercial General Liability policy shall contain a severability of interest clause also known as a “separation of insureds” clause (standard in the ISO CG 0001 Policy) Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Contractor fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.

County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer.

P. Changes: Contractor shall make no changes in the work or perform any additional work without the County’s specific written approval.

Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interests: Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and the County agrees to an assignment of the Contract, the new owners shall be required under terms of sale or other transfer to assume Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of the County.

County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract.

In addition, Contractor has the duty to notify the County in writing of any change in the Contractor’s status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Contractor’s performance under the Contract, as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 28 963
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 27 of 42
from the County any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County.

The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Contractor, this obligation shall apply to the Contractor’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Contractor’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers in the performance of their duties.

R. Force Majeure: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies.

S. Confidentiality: Contractor agrees to maintain the confidentiality of all County and Countyrelated records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.

T. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, Contractor agrees that it shall defend, indemnify and hold County and County INDEMNITEES harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

U. Freight: Intentionally Omitted.

V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney’s fees, costs and expenses.

X. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 29 964
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 28 of 42
Y. Employee Eligibility Verification: The Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

Z. Indemnification: Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnities”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract.

If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnities, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

AA. Audits/Inspections: Contractor agrees to permit the County’s Auditor-Controller or the AuditorController’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection.

The County reserves the right to audit and verify the Contractor’s records before final payment is made.

Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract.

Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the County’s project manager.

BB. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 30 965
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 29 of 42
CC. Expenditure Limit: The Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued.

ADDITIONAL TERMS AND CONDITIONS:

1. Scope of Contract: This Contract, including attachment(s), specifies the contractual terms and conditions by which the Contractor will provide Cost Recovery and Reduction Services under a usage Contract.

2. Term: This Contract shall be effective upon execution of all signatures, and shall continue for five (5) years, unless otherwise terminated as provided herein. This Contract is not renewable.

3. Regional Cooperative Agreement (RCA): This Contract is to be used as an RCA against which subordinate contracts will be created and issued by the user agencies/departments based on the fixed pricing, terms, and conditions of this RCA. The subordinate contract must end prior to or be coterminous with this RCA. Contractor will be required to provide services requested by County departments. For the Contractor’s full and complete performance of its obligations under this Contract, the County shall compensate the Contractor the fixed prices set forth herein.

As required by County policy, subordinate Contracts created against the RCA may require Board of Supervisors approval.

4. Precedence: The Contract documents consist of this Contract and attachments. In the event of a conflict between or among the Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the attachments.

5. County’s Project Manager: The County Project Manager, as specified in Article “21” Notices, will act as liaison between the County and the Contractor during the term of this Contract. The County’s Project Manager shall coordinate the activities of the County staff assigned to work with the Contractor.

The County’s Project Manager shall have the right to require the removal and replacement of the Contractor’s Project Manager and Contractor personnel. The County’s Project Manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within 14 calendar days after written notice by the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Contractor’s Project Manager and Contractor personnel. Said approval shall not be unreasonably withheld.

6. Contractor’s Project Manager: Contractor Project Manager, as specified in Article “21” Notices, will direct the Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County’s Project Manager, which consent shall not be unreasonably withheld.

The Contractor’s Project Manager shall be assigned to this Contract for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County’s Project Manager shall have the right to require the removal and replacement of the Contractor’s Project Manager from providing services to the County under this Contract. The County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 31 966
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 30 of 42
County’s Project Manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within three (3) business days after written notice by the County’s Project Manager. The County’s Project Manager shall review and approve the appointment of the replacement for the Contractor’s Project Manager. The County is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under the Contract.

7. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract.

8. Contractor’s Records: The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three years after final payment is received from the County. Storage of records in another county will require written approval from the County of Orange DPA.

9. Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract.

Usage figures, if provided, are approximate, based upon past usage. The Contractor agrees to supply services requested, as needed by the County, at rates/prices listed in the Contract, regardless of quantity requested.

10. Cooperative Agreement: The provisions and pricing of this Contract will be extended to other local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any contract entered into with another agency or entity that is entered into as an extension of this Contract a contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract.

The Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall report dollar volumes spent annually, per entity, and shall be provided to the County within seven (7) calendar days upon County’s request.

11. Child Support Enforcement Requirements: Contractor certifies it is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of the Contract with the County of Orange. Failure to comply shall constitute a material breach of the Contract and failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the Contract.

12. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 32 967
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 31 of 42
other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the County.

13. Data – Title To: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.

14. Publication: No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or agency, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press contacts, including graphic display information to be published in newspapers, magazines, etc., are to be administered only after County approval.

15. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Project Manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor’s reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Contractor after County approval thereof, County approval of Contractor’s reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor, and the reports, files or documents will be returned to Contractor for correction.

16. News/Information Release: The Contractor agrees that it will not issue any news releases or make any contact with the media in connection with either the award of this Contract or any subsequent amendment of, or effort under this Contract. Contractors must first obtain review and approval of said news media contact from the County through the County DPA. Any requests for interviews or information received by the media should be referred directly to the County.

Contractors are not authorized to serve as a media spokespersons for County projects without first obtaining permission from the County.

17. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract, shall constitute a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a. Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; b. Discontinue payment to the Contractor for and during the period in which the Contractor is in breach and offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above.
c. Terminate the Contract immediately without penalty.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 33 968
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 32 of 42

18. Contract Disputes: The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Project Manager and the County‘s Project Manager by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process:
a. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision.
b. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable.

Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract.

Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County Purchasing Agent or his designee. If the County fails to render a decision within ninety (90) days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. Nothing in this section shall be construed as affecting the County’s right to terminate the Contract for Cause or Terminate for Convenience as stated in Section K herein.

19. Orderly Termination: Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party.

20. Contractor’s Expense: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. The County will not provide free parking for any service in the County Civic Center.

21. Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties’ project managers’ routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid.

County: TBD
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 34 969
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 33 of 42
cc: County of Orange, County Executive Office/County
Procurement Office
Attn: TBD, DPA
1300 S. Grand Avenue
Building A, 2nd Floor
Santa Ana, CA 92705
Phone: XXX-XXX-XXXX
Email: [email protected]
Contractor: TBD

SIGNATURE PAGE FOLLOWS
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 35 970
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 34 of 42
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the dates following their respective signatures.
[CONTRACTOR NAME - TBD]*
By: DO NOT SIGN AT THIS TIME
Print
Name:

Title:

Date:

By: DO NOT SIGN AT THIS TIME
Print
Name:

Title:

Date:

COUNTY OF ORANGE, a political subdivision of
the State of California
By
Print
Name
Title Deputy Purchasing Agent
Date
* If the Contractor is a corporation, signatures of two specific corporate officers are required as further set forth. The first corporate officer signature must be one of the following: 1) the Chairman of the Board, 2) the President or 3) any Vice President. The second corporate officer signature must be one of the following: 1) Secretary, 2) Assistant Secretary, 3) Chief Financial Officer or 4) Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signator to bind the corporation.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 36 971
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 35 of 42

ATTACHMENT A

SCOPE OF WORK
I. INTRODUCTION: Contractor shall provide County with Cost Recovery and Reduction Services for the purpose of obtaining cost savings/refunds through audits and assessments relating to billing invoices and taxes. Contractor shall review, audit, and implement applicable billing rates amongst all County accounts in an effort to provide Cost Recovery and Reduction Services.

In an effort to reduce current billing costs and ensure all rates are secured and correct amongst service providers, Contractor will provide to the County expertise in billing audits with the primary goal of cost reduction. The Contractor will review and audit in depth County accounts to recover overpayment and correct billing rates, calculation methods and tariffs including taxes.

The County has multiple contracts with service providers for supply of the following:

1. Utilities

2. Waste & Recycling

3. Telecommunications

4. Document Management

5. Treasury Services

6. Shipping & Logistics
II. GENERAL CONTRACTOR REQUIREMENTS:

A. Upon County request, Contractor will conduct deep dive analytics.

B. Contractor shall use its’ best efforts to obtain cost savings/refunds for County’s benefit by analyzing County’s policies, procedures, service provider contracts, past invoices and other pertinent information as it relates to the above selected expense categories set for review.

C. Contractor will further gather information as to County’s needs (past, present and future) from County’s service providers so as to build a solution that not only lowers cost, but also matches County’s operational requirements and expectations.

D. Contractor will provide progress reports throughout the audit review, designated deliverable dates will be determined based on review timeline. After analyzing County current spending patterns, Contractor shall provide County with a full report outlining Contractor’s observations and recommendations. Contractor’s report will include a review of operations, cost reduction recommendations and potential service level enhancements. Contractor will educate County designated staff on best practices related to the applicable review.

E. Contractor will review County’s invoicing and deliverables to ensure accountability by County’s service providers with respect to the spirit and intent of the Contract between County and the third party service provider. The review will take into account service types, levels, cost controls and overall County satisfaction.

F. Contractor will continue ongoing services with County to anticipate changes in service needs to ensure that the proper service provider, contract and procedures are in place to address County’s go forward requirements.

G. Contractor report will include a full catalogue of all meters and accounts surveyed and will document the Established Rates for each service or product chosen for review and outline the County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 37 972
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 36 of 42
methodology for Contractor’s findings. County and Contractor will discuss, agree and document the Established Rates for the targeted service or product.

H. Contractor may discover over billing, credits, rebates, ongoing savings or other sources of revenue. This income is to be considered expense reduction for purposes of this Contract and will be accounted for in the same manner as the expense reduction savings.

I. Contractor may have the ability to recover rebates or other compensation by service providers. Contractor shall disclose this compensation to the County and both Parties shall share this revenue as savings, in accordance with Attachment B, “Contractor’s Rates/Compensation”, after revenue is received by the County.

J. It may be necessary to institute cost reduction strategies within a specific expense category in stages. If this occurs, and upon County approval, each stage of implementation will be viewed with its’ own billing cycle.

K. Contractor acknowledges that all information supplied by County shall be kept confidential.

Contractor, its subcontractors, employees, or agents shall not disclose such information to any third parties other than Contractor’s subcontractors, employees, or agents on a need-to-know basis for the purpose of Contract performance and to other third parties as required for providing services under this Contract. Contractor shall not use any information, documents, or data provided by County for any proprietary purposes and shall not copy, sell, exchange, disclose, or provide to others, or use any information, documents, or data reasonably related to this Contract for its own proprietary interests.

L. Contractor shall perform all Cost Recovery and Reduction Services required under this Contract in conformity with professional standards, and shall provide qualified personnel (licensed, if applicable) to meet such standards.

M. Ownership of County Data - Contractor acknowledges and agrees that all information supplied by County to Contractor (hereinafter, “County Data”) shall remain the property of County. The County Data shall not be used by Contractor other than in connection with providing the services pursuant to this Contract. County Data shall not be disclosed, sold, assigned, leased or otherwise provided to third parties by Contractor, or commercially exploited by or on behalf of Contractor, its employees, officers, agents, subcontractors, invitees, or assigns in any respect. Contractor shall not delete or destroy any County Data or media on which County Data resides without prior written authorization of County. At no cost to County, Contractor shall, upon County request, promptly return to County, in the format and on the media in use as of the date of the request, any and all requested portion of any County Data it may possess or control as well as all work product including exploratory information.

N. It shall be Contractor’s responsibility to ensure compatibility of County’s data files and transmittal medium to Contractor’s computer system. Contractor shall bear all costs, if necessary, for data conversion to make County’s computer system compatible with that of Contractor’s and any incidental costs related to the data transfer. Contractor shall promptly inform County of any problems and/or issues with any data conversion or transfer of County’s data files.

O. Contractor is responsible for ensuring that all transmittals to County are compatible with County’s ability to record and read such data. Any and all corrupted or otherwise defective data shall be replaced by Contractor at no cost, additional or otherwise, to County.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 38 973
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 37 of 42
P. During the review, Contractor shall notify the County of any compliance concerns with current and upcoming applicable laws related to provider services (specified in I.1-6 above); this shall be part of the review.

Q. During the term of this Contract, Contractor understands that despite Contractor(s) recommendations, suggestions, potential suppliers and other recommendations; County has the right not to proceed with any or all said recommendations.

III. COUNTY’S REQUIREMENTS:

A. County shall provide all required documents, invoices, contracts and staff consultation time to Contractor in order to conduct the expense reduction review.

B. During the review process, County, to the best of its ability, will not renegotiate, amend or extend in place contracts or introduce operational procedures/changes that will effect cost/pricing and or contractual obligations of the County to the service provider.

IV. SAVINGS/REFUND VERIFICATION DOCUMENTATION:

A. Contractor will be submit monthly or at County’s discretion verifiable documentation that the correction/retroactive refund/credit/recommendation has been accomplished and savings were implemented. A detailed explanation of savings will be presented by Contractor to clarify and further corroborate the calculated savings.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 39 974
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 38 of 42

ATTACHMENT B
CONTRACTOR’S RATES/COMPENSATION
(Complete and submit as #IV, in Part 3 of Section II “Response Requirements”) I. COMPENSATION: This is a usage Contract between County and Contractor to provide Cost Recovery and Reduction Services, as needed and as set forth in Attachment A, “Scope of Work.” Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing, labor, vehicles, equipment, tools, materials, overhead, travel, etc. required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Contractor of all its duties and obligations hereunder. There will be no up-front fees and Contractor shall only be compensated as set forth herein below for work performed in accordance with the Scope of Work. County shall have no obligation to pay any sum in excess of the Fee specified herein below unless authorized by amendment in accordance with Articles “C” and “P” of the County Contract Terms and Conditions.

II. PRICING: County will pay fees at the following percentage rate of cost savings/refunds, per audit review, after County approves and receives Contractor recommendations in accordance with the provisions of this Contract.

Respondent shall complete this section and submit as specified in Section II. a. Cost Reduction and Recovery Services Fee:_________% of Cost Savings/Refund Paid to Contractor i. Fees will be paid based on the cost savings/refunds identified by the Contractor and approved by the County
III. PRICE INCREASES/DECREASES: No price increases will be permitted during the term of this Contract. All price decreases will automatically be extended to the County.

IV. FIRM DISCOUNT AND PRICING STRUCTURE: Contractor guarantees that prices quoted are equal to or less than prices quoted to any other local, State or Federal government entity for services of equal or lesser scope. Contractor agrees that no price increases shall be passed along to the County during the term of this Contract not otherwise specified and provided for within this Contract.

V. INVOICING INSTRUCTIONS: The Contractor shall submit invoices to County on Contractor’s letterhead. Each invoice shall have a unique number and shall include, at minimum, the following information:

A. Contractor’s name and address (as specified in this Contract) B. Contractor’s remittance address, if different from (A), above C. Name of County department/contact person
D. Contract number (PO, CT or MA Number) must be referenced on all invoices E. Delivery/service address
F. Service Date
G. Contractor’s Tax Identification Number (TIN) or Employer’s Identification Number (EIN)
H. Description of Services
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 40 975
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 39 of 42
I. Total dollar amount of invoice
The responsibility for providing an acceptable invoice to the County for payment rests with the Contractor. Incomplete or incorrect invoices are not acceptable and Contractor will be required to revise them. The department County’s Project Manager, or designee, is responsible for approval of invoice and subsequent submittal of invoice to the Auditor-Controller for processing of payment.

Contractor has the option of receiving payment directly to their bank account via an Electronic Fund Transfer (EFT) process in lieu of a check payment. Payment made via EFT will also receive Electronic Remittance Advice with the payment details via email. An email address will need to be provided to the County via an EFT Authorization Form. To request a form, please contact the DPA County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 41 976
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 40 of 42

ATTACHMENT C

STAFFING PLAN
(Complete and submit as #II.A.1., in Part 3 of Section II “Response Requirements.”) I. KEY PERSONNEL
Name Classification
Title
Licenses/Certificatio
ns
(include license/
certification number)
Years of
Experience
Length of
Time with
Firm
Sample: John
Smith
Project Manager C0123456789 10 10
Contractor understands that the personnel represented as assigned to the Contract must remain working on the Contract throughout the duration of the Contract unless otherwise requested or approved by the County. Substitution or addition of key personnel in any given category or classification shall be allowed only with prior written approval of the department County Project Manager. Note: The written approval of substituted Key Personnel is for departmental use only and shall not be used for auditing purposes.

Contractor may reserve the right to involve Contractor personnel, as services are required, only with County written consent. The specific individuals will be assigned based on the need and timing of the service/classification required by a using County department. Assignment of additional key personnel shall be subject to County Project Manager written approval. Note: The written approval of additional Key Personnel is for departmental use only and shall not be used for auditing purposes. County reserves the right to have any personnel removed from providing services to County under this Contract.

County is not required to provide any reason for the request to remove a Contractor’s personnel and Contractor is required to comply within the time requested.

Subcontractor Contact Name
& Telephone
Number
Licenses/Certifications
(include license/
certification number)
Project
Function
Years of
Experience
Length
of Time
with
Firm
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 42 977
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Exhibit I
C023940 Page 41 of 42
EXHIBIT 1

COUNTY OF ORANGE CHILD SUPPORT ENFORCEMENT

CERTIFICATION REQUIREMENTS
A. In the case of an individual Contractor, his/her name, date of birth, Social Security number, and residence address:

DO NOT COMPLETE AT THIS TIME
Name:

D.O.B:

Social Security No:

Residence Address:

B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity:

Name:

D.O.B:

Social Security No:

Residence Address:

Name:

D.O.B:

Social Security No:

Residence Address:

Name:

D.O.B:

Social Security No:

Residence Address:
(Additional sheets may be used if necessary)
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 43 978
County of Orange, County Executive Office RFP# 017-C023940-JM Cost Recovery and Reduction Services Section III: Model Contract C023940 Page 42 of 42
"I certify that Company name is in full compliance with all applicable federal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of the Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the contract.

DO NOT COMPLETE AT THIS TIME
Authorized Signature Name Title Date
County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 44 979
5 6
Question and Answers for Bid #017-C023940-JM - COST RECOVERY AND REDUCTION

SERVICES
Overall Bid Questions
There are no questions associated with this bid.

County of Orange Bid 017-C023940-JM
4/4/2019 10:18 PM p. 45 980
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 16, 2026 Agenda Item: 11N.

Submitted By: Beaches, Parks and Recreation
Prepared By: Samantha Wylie, Beaches, Parks and Recreation Director Subject:
..titl e

CONSIDERATION OF A RESOLUTION REJECTING ALL BIDS FOR THE SAN CLEMENTE COMMUNITY CENTER RESTROOM REHABILITATION, CIP PROJECT NO. 15507 ..body Summary:

The Community Center Restroom Rehabilitation Project (PN 15507) was advertised for competitive bids to renovate the existing public restroom facilities at the San Clemente Community Center. Following receipt and evaluation of bids, staff determined that additional value engineering opportunities exist that may improve constructability and better align the project scope with available budget resources. Staff recommends rejecting all bids and reissuing a revised bid package following completion of a comprehensive review of the project scope, construction approach and implementation of design changes.

Background:

The Community Center serves as one of the City's primary recreation and community gathering facilities, hosting a variety of programs, classes, meetings, and special events throughout the year. The existing restroom facilities have reached the end of their useful life and are in need of renovation to improve functionality, accessibility, and overall user experience.

To address these needs, staff developed plans and specifications for the Community Center Restroom Remodel Project and subsequently solicited competitive bids in accordance with the City's purchasing requirements. The project scope generally includes demolition of existing restroom fixtures and finishes, installation of new fixtures and accessories, plumbing modifications, accessibility improvements, and replacement of interior finishes.

Staff prepared a bid package for the Community Center Restroom Remodel Project, notified local contractors, and advertised the project for competitive bidding on the PlanetBids website and in the SC Times. Eight bids were received on May 11, 2026, ranging from $117,400 to $450,200, as shown below:

Vendor Name City Bid Amount
Aone Design Co Santa Ana $117,400.00
Real Estate Consulting & Services, Inc. San Clemente $171,845.00 KOBA Construction San Clemente $194,508.56
Premo Construction Inc Irvine $290,800.00
Houalla Enterprises, Ltd. Newport Beach $295,700.00
Triangle DeCon Services, Inc. Mission Viejo $319,000.00 Pantheon Diversified, Inc San Clemente $326,500.00
981
Meeting Date: June 16, 2026 Agenda Item: 11N.

CITY OF SAN CLEMENTE 2
Kubus LLC Irvine $361,645.00
Ebsa construction Irvine $383,000.00
GQ Builders Rancho Santa Fe $450,200.00
Discussion:

Following receipt and review of the bids, staff identified several opportunities to further evaluate and refine the project scope. Through a review of the bid submissions, staff determined that additional value engineering may result in a more cost-effective and efficient approach to project delivery while maintaining the intended project objectives, including a review of City-furnished versus contractor-furnished materials.

Staff believes that refinements may increase bid competitiveness and provide the City with greater value for the investment. Rejecting all bids at this time will allow staff to incorporate these modifications into a revised bid package and return the project to the marketplace with a clearer and more efficient scope of work.

California Public Contract Code authorizes a public agency to reject any and all bids when it is in the agency's best interest to do so. Staff believes rejecting all bids and re-advertising the project with a revised scope of work is the most prudent course of action to ensure responsible stewardship of public funds.

Upon completion of the value engineering review and preparation of revised bid documents, staff will re-advertise the project and return to City Council with a recommendation for award.

Considerations Identified by Staff:

Staff has reviewed the project scope, bid results, and potential opportunities for cost savings and improved project delivery. Revising the project documents prior to re-advertisement may improve bid competitiveness and provide greater value to the City while maintaining the intended functionality, accessibility, and quality of the restroom improvements.

Council Options:

1. Adopt Resolution No. 26-124, rejecting all bids.

2. Modify and adopt Resolution No. 26-124.

3. Continue the item with direction to provide additional information.

4. Do not adopt Resolution No. 26-124 and put the project on hold.

Environmental Review/Analysis:

The recommended action to reject bids and direct staff to re-advertise the project is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378 because it constitutes an administrative activity that will not result in a direct or reasonably foreseeable indirect physical change in the environment. 982
Meeting Date: June 16, 2026 Agenda Item: 11N.

CITY OF SAN CLEMENTE 3
Fiscal Impact:

If bids are rejected as proposed, there is no fiscal impact, with the exception of the nominal costs of modifying and reissuing the bid documents based on a revised scope of work.

Potential Action(s):
..recommendation
If the City Council is in agreement that rejecting all bids and re-advertising the project with a revised scope of work is in the City’s best interest, an appropriate course of action would be to adopt Resolution No. 26-124, which will:

1. Reject all bids received on May 11, 2026, for the Community Center Restroom Rehabilitation Project, CIP Project No. 15507, pursuant to Section 20166 of the Public Contract Code; and

2. Authorize staff to re-scope the bid package and re-bid the Community Center Restroom Rehabilitation Project, CIP Project No. 15507, with a revised project scope. ..end
Attachment:

1. Resolution No. 26-124
Notification:

All bidders
983
Attachment 1
RESOLUTION NO. 26-124

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, REJECTING ALL BIDS

RECEIVED FOR THE COMMUNITY CENTER RESTROOM

REMODEL PROJECT AND AUTHORIZING STAFF TO

REVISE THE PROJECT SCOPE AND RE-ADVERTISE THE

PROJECT
WHEREAS, the City of San Clemente identified the need to renovate the existing restroom facilities at the San Clemente Community Center to improve functionality, accessibility, and overall user experience; and WHEREAS, the City prepared plans and specifications and solicited competitive bids for the Community Center Restroom Remodel Project in accordance with applicable law and purchasing requirements; and
WHEREAS, bids were received and reviewed by City staff; and WHEREAS, following review of the bids, staff determined that additional value engineering opportunities exist that may improve constructability while maintaining the intended project objectives; and
WHEREAS, California law authorizes a public agency to reject any and all bids when it is determined to be in the best interests of the public agency; and WHEREAS, rejecting all bids and revising the project scope prior to re-advertisement is in the best interests of the City and its residents.

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

SECTION 1. The foregoing recitals are true and correct and incorporated fully herein as findings.

SECTION 2. The City Council hereby rejects all bids received for the Community Center Restroom Remodel Project.

SECTION 3. The City Council authorizes and directs staff to revise the project scope, perform additional value engineering as appropriate, and re-advertise the project for competitive bids based on the updated project scope.

SECTION 4. The City Manager, or designee, is authorized to take all actions necessary and proper to implement the purpose of this resolution.

SECTION 5. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.
984
Resolution No. 26-124 Page 2
PASSED AND ADOPTED this _____ day of ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City of San Clemente, California 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. 26-124 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
985
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 16, 2026 Agenda Item: 11O.

Submitted By: City Clerk
Prepared By: Megan Jimenez, Deputy City Clerk
Subject:
..titl e

CONSIDERATION OF A RESOLUTION APPROVING A SUPPLEMENTAL APPROPRIATION

FOR PURCHASE AND INSTALLATION OF DIGITAL DISPLAYS AT CITY HALL AND THE

COMMUNITY CENTER, AWARDING THE CONTRACT TO NANONATION AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT DOCUMENTS ..body Summary:

The City Council is being asked to consider approval of a supplemental appropriation in the amount of $48,122 from Account No. 018-245-45500-000-00000, Local Cable Infrastructure Machinery and Equipment, for the purchase, installation, and subscription services associated with two interactive digital displays. One display would be installed at City Hall and the second at the Community Center. The proposed displays would provide the public with interactive touchscreen access to City information and services, including City Council agendas, Commission and Committee agendas, Maddy Act notices, and other public information and City service resources.

Background:

The City maintains compliance with all posting and
noticing requirements by using the bulletin board display located in front of City Hall. However, the existing display case is not waterproof and during inclement weather the interior of the case and posted materials can become wet and damaged. In addition, meeting schedules and the size of agenda packets can, at times, exceed the physical
capacity of the bulletin board, limiting the number of pages that can be displayed.

Installation of interactive digital touch displays at two City facilities will enhance public access to information and services. The digital displays would enable the City to post, and the public to easily browse, multi-page documents, agendas, and other City materials, while also providing access to City services. The displays can be customized and designed to maintain the City’s branding and color scheme.
986
Meeting Date: June 16, 2026 Agenda Item: 11O.

CITY OF SAN CLEMENTE 2
Discussion:

SB 707, which becomes effective on July 1, 2026, is
intended to expand public participation, accessibility, and engagement in public meetings. If approved, the
proposed digital displays would further enhance public
accessibility by providing improved access to meeting
information and related materials. In addition, the
displays can offer expanded public services outside of
normal business hours, including utility bill payment
access, recreation class registration, and promotion of upcoming City events and programs.

The digital display system would provide timely and up-to-date information through automated scheduling and content management features. Materials can be programmed to display specific dates and times with outdated information automatically removed. The system also includes monitoring and alert capabilities to notify staff of operational issues in real time. Additionally, builtin reporting tools can track public interaction and usage patterns allowing the City to better understand community interests and modify displayed information and services accordingly.

After performing research into a variety of available options and soliciting informal proposals, Nanonation is the best option available to meet the City’s needs and its price is fair and reasonable. The anticipated implementation timeline is approximately four to six weeks for completion of display selection, design, and system configuration.

Considerations Identified by Staff:

The new technology would allow the City to have the ability to customize the digital displays to provide a wide variety of public information and services. Any information currently available on the City’s website could be linked directly to the displays through documents, webpages, or URLs, allowing for expanded and convenient public access. In addition, the displays can integrate with software platforms and systems currently utilized by the City and can be adapted to accommodate future programs, services, and technology enhancements.

The installation of interactive digital touchscreens would modernize the City’s public information services by continuing to meet legally mandated noticing requirements while expanding the range of information and services available to the community. In addition to meeting-related notices and agendas, staff identified several additional features and information resources that could be incorporated into the displays, including trolley tracking information, facility and service hours, special event announcements, community flyers, and City news updates.

Additional benefits of the digital display system include the following:
 Enhanced Public Access to Information: The displays would provide real-time updates regarding City events, municipal services, meeting information, and emergency notifications, ensuring the public has access to timely and accurate information.  Accessibility and Inclusivity: The displays can support multiple languages which would assist the City in meeting future accessibility and multilingual communication requirements associated with SB 707 should demographic thresholds change. 987
Meeting Date: June 16, 2026 Agenda Item: 11O.

CITY OF SAN CLEMENTE 3
 Data Analytics and User Engagement: Interactive display technology includes reporting and analytics tools that allow the City to monitor user engagement and better understand which services and information are most frequently accessed by the public.  Emergency Communication Capabilities: In the event of an emergency or significant public safety incident, the City would have the ability to immediately push emergency alerts, notices, and critical information directly to the displays for public viewing.

Council Options:
 Adopt Resolution No. 26-125 to approve a supplemental appropriation in the amount of $48,122.
 Modify and Adopt Resolution No. 26-125.
 Take no action.

Environmental Review/Analysis:

This is not a “project” under the California Environmental Quality Act (CEQA).

Fiscal Impact:

The amount requested for the supplemental appropriation is $48,122, which consists of:

Application Design $14,750
Software and Hosting $490 ($245 per display)
Hardware (55’’ display and enclosure) $28,090 ($14,045 per display) Installation $2,500 ($1,250 per display)
Freight $1,500 ($750 per display)
Three Year Subscription $792 ($396 per display)
Total $48,122
Potential Action(s):
..recommendation
If the City Council would like staff to purchase the digital displays identified in the staff report, the appropriate action would be to adopt Resolution No. 26-125, which will:

1. Approve the supplemental appropriation from Account No. 018-245-45500-000-00000 Local Cable Infrastructure Machinery and Equipment in the amount of $48,122;

2. Award an agreement to Nanonation for design, hardware, installation and subscription services associated with two digital touchscreens, in the amount of $48,122; and

3. Authorize the City Manager to execute such contract documents as may be necessary and proper to implement the project for the two digital touchscreens consistent with Nanonation’s proposal (Attachment 2) in the amount of $48,122.
..end
Attachment:

1. Resolution No. 26-125

2. Statement of Work
988
Meeting Date: June 16, 2026 Agenda Item: 11O.

CITY OF SAN CLEMENTE 4

3. Professional Services Contract

4. Software License Agreement
Notification:

Nanonation
989
Attachment 1
RESOLUTION NO. 26-125

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, APPROVING A

SUPPLEMENTAL APPROPRIATION FOR THE PURCHASE

AND INSTALLATION OF DIGITAL KIOSKS AT CITY HALL

AND THE COMMUNITY CENTER, AWARDING THE

CONTRACT TO NANONATION AND AUTHORIZING THE

CITY MANAGER TO EXECUTE THE CONTRACT

DOCUMENTS
WHEREAS, the City of San Clemente has a legal obligation to post agendas for its City Council and Commissions and Committees along with other legal notices in compliance with the Brown and Maddy Acts; and
WHEREAS, the City has an interest in providing an interactive display that can comply with the legal requirements and provide additional public serving information; and WHEREAS, installation of the digital displays will modernize noticing requirements and accessibility for the public; and
WHEREAS, appropriating funds from the Local Cable Infrastructure Machinery and Equipment fund is in the best interest of the City and public; and WHEREAS, staff performed research into the options available and solicited informal proposals, Nanonation is the best option available to meet the City’s needs and its price 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. The City Council hereby authorizes a supplemental appropriation in the amount of forty-eight thousand one hundred and twenty two dollars ($48,122) from the Local Cable Infrastructure Machinery and Equipment Fund, Account No. 018-245-45500-000- 00000 to fund two interactive digital displays.

SECTION 2. The City Council hereby awards an agreement to Nanonation for the design, hardware, installation and subscription services associated with two digital touchscreens in the amount of $48,122.

SECTION 3. The City Manager is hereby authorized to execute such contract documents as may be necessary and proper to implement the project for the two digital touchscreens consistent with Nanonation’s proposal as presented to the City Council on June 2, 2026 and in an amount not to exceed $48,122, including the authority to execute any electronic software license agreements related thereto. All such contracts shall be in a form that he deems proper and advisable and he is further authorized to take such other and further actions that are necessary and proper to implement the project and accomplish the purpose of this resolution.
990
Resolution No. 26-125 Page 2
SECTION 4. The City Clerk, or designee, is authorized to take all necessary steps to complete the project and expend funds consistent with this resolution.

SECTION 5. 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 ____________________, _______.

ATTEST:
___________________________ __________________________
City Clerk of the City of Rick Loeffler, Mayor of the City of San Clemente, California 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. 26-125 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
991
Interactive Services - Touch Screen Application
City Posting Board Product
Statement of Work
City of San Clemente, CA
May 8, 2026
Proprietary and Confidential
Attachment 2
992
Proprietary and Confidential Page | 2 Nanonation, Inc.

Contents
Introduction ........................................................................................................................................................................................ 3 Project Scope ...................................................................................................................................................................................... 3 OUTDOOR WALL UNIT ................................................................................................................................................................... 4 ATTRACT LOOP............................................................................................................................................................................... 4 CONTENT CHANGES ....................................................................................................................................................................... 5 LANDING PAGE............................................................................................................................................................................... 5 SUB PAGE ....................................................................................................................................................................................... 5 ........................................................................................................................................................................................................ 6 ENDPOINT ...................................................................................................................................................................................... 6 ENDPOINT: WEB BROWSER VIEW.................................................................................................................................................. 7 Custom Features............................................................................................................................................................................ 7 VIDEO MEDIA SPECIFICATIONS...................................................................................................................................................... 7 PROJECT PHASES ............................................................................................................................................................................ 8 PHASE 1 ONBOARDING............................................................................................................................................................. 8 PHASE 2 PROJECT KICK-OFF ...................................................................................................................................................... 8 PHASE 3 DESIGN SELECTION ..................................................................................................................................................... 8 PHASE 4 CONTENT LAYOUT ...................................................................................................................................................... 9 PHASE 5 CONTENT GATHERING................................................................................................................................................ 9 PHASE 6 TESTING ...................................................................................................................................................................... 9 PHASE 7 INSTALL & DEPLOYMENT............................................................................................................................................ 9 PHASE 8 TRAINING.................................................................................................................................................................. 10 PHASE 9 CLOSURE & ACCEPTANCE ......................................................................................................................................... 10 Requirements and Assumptions....................................................................................................................................................... 10 Nanonation Requirements........................................................................................................................................................... 10 Customer Requirements.............................................................................................................................................................. 11 Project Assumptions.................................................................................................................................................................... 11 Project Parameters........................................................................................................................................................................... 11 Timeline........................................................................................................................................................................................ 11 Change Control............................................................................................................................................................................. 12 Acceptance................................................................................................................................................................................... 12 Hardware...................................................................................................................................................................................... 12 Pricing................................................................................................................................................................................................ 13 Payment Terms................................................................................................................................................................................. 14 Authorization to Proceed.................................................................................................................................................................. 15 993
Proprietary and Confidential Page | 3 Nanonation, Inc.

Introduction
Nanonation has prepared the following Statement of Work (SOW) to provide you with details on the implementation of the new Interactive Touchscreen Application Product called the Digital Posting Board. This SOW is designed to outline the scope work, related pricing, and authorize Nanonation to proceed with the work outlined herein. This SOW does not supersede any license or professional service agreements between Nanonation and the City of San Clemente unless otherwise stated.

Nanonation has built up a tremendous track record over more than 25 years of delivering very successful digital experiences supported by award-winning design and software architecture. We support worldwide deployments for Fortune 500 clients as well as interactive experiences for single-location clients, so we understand that your business is unique and has specific requirements. We take the time to identify your needs and make sure we can meet them.

This document outlines the product’s scope, Nanonation’s responsibilities, the Customer’s responsibilities, assumptions, an estimated timeline, as well as the costs associated with this project. Any changes to this this document will be handled through the change control process.

If a service is not listed here, it is not considered part of this project.

This SOW is intended solely for the Customer and Nanonation. As such, it cannot be distributed to anyone who is not directly involved in the project without express written consent of both parties.

Project Scope
Nanonation will build the City of San Clemente (City) a product touch application like what was implemented at the City of Irvine, including the ability to post and browse multi page PDF documents, in compliance with The Brown Act for agendas and minutes. The application will have the look and feel of the screenshots below. Nanonation will use colors, logos, and fonts provided by the City to create a unique design of the application.

The City will meet with our project management and design team to review designs for the application. The application will have the available views built in our interactive product. Please see screenshots below for examples of the views available. The views can be built, ordered, and used as many times and go as many levels deep as the City wishes allowing for unlimited possibilities for the application.

Below are examples of the hardware and content screenshots included in the product:
994
Proprietary and Confidential Page | 4 Nanonation, Inc.

OUTDOOR WALL UNIT

ATTRACT LOOP
The Attract Loop is the series of images and videos that will play before a user touches the screen to begin the experience.

995
Proprietary and Confidential Page | 5 Nanonation, Inc.

CONTENT CHANGES
The content (end points) of your application can be
updated from anywhere you have an Internet connection.

The update method is via Nanonation’s content
management system, Commandpoint.

As your layout is created, we recommend keeping the
depth of the layout within 3-4 touches for any endpoint.

LANDING PAGE
• The Landing Page is the first page the user will see after touching the screen. • This page can have up to three Main Buttons and up to four Bonus Buttons. • The Bonus Buttons have the same capabilities as the Main Buttons, but do not feature a background image. An example of this can be seen below.

SUB PAGE
• The Sub Page is the page the user will see after clicking a button on the Landing Page. The Sub Page is a navigational view between the Landing Page and your Endpoint. 996
Proprietary and Confidential Page | 6 Nanonation, Inc.
• This page can have up to 9 buttons. If you have more buttons you wish to display, they will be accessible by scrolling to the right with an arrow.

ENDPOINT
• The Endpoint of the experience is the place where your content lives. The endpoints are managed through Commandpoint.
• This is the point in the experience where text, photos, videos (Gallery View only), etc. will be viewed. There are several ways that this content can be displayed in what are called “views”:
➢ The Gallery View
➢ Hybrid View
➢ Web Browser View
➢ PDF View
997
Proprietary and Confidential Page | 7 Nanonation, Inc.

ENDPOINT: WEB BROWSER VIEW
• This view allows you to launch a webpage or a hosted PDF document. • A whitelist / blacklist feature is available to allow / restrict access to specific sites. • The Web Browser View has standard controls:
➢ Back
➢ Forward
➢ Home
➢ Refresh
➢ Stop
Custom Features
Finally, to comply with ADA recommendations, Nanonation will provide a feature where a user can toggle the screen and provide all touch point interactives on the bottom third of the screen, allowing for those in wheelchairs the ability to fully navigate the kiosk from a lower height.

VIDEO MEDIA SPECIFICATIONS
• For best performance, video should be encoded as .WMV files • There are dozens of different conversion tools that can be used to format the files. It does not matter what program is used to convert a video or which program was used to create the original video files as long as the final step is to convert to a .WMV file. • The Bit Rate for videos should be between 4-6.5 MB/second (4000-6500 KB/Second) 998
Proprietary and Confidential Page | 8 Nanonation, Inc.
• Not every video encoding program gives you fine control of the bit rate. If you do not see bit rate as a setting you can directly manipulate, look for quality. It is not critical that it be exactly to specification but do not go significantly under or over the recommended rates. • Ideally use the WMP v9 (VC-1 Simple/Main) Codec for .WMV’s • Not every video encoding program gives you fine control of the codec used. This is not a critical requirement however if your tool of choice allows this codec it will improve performance.
• Note: Due to the history of design tools being primarily used on Mac computers, most professional animation programs do not offer an option to export directly to .WMV. One exception is After Effects running in a windows environment; however, there is no need to spend thousands of dollars on software & hardware. The conversion from most modern formats (.MOV, .MP4, .MPEG, .AVI) to a .WMV is a very quick process available on several converter programs such as:
• VLC, QuickTime 7 with the ‘Flip4Mac’ plug-in, Video Monkey

PROJECT PHASES
PHASE 1 ONBOARDING
Once your contract is executed, you will start Nanonation’s onboarding process which includes:
• An introduction to the Nanonation accounting team
• An introduction to your dedicated project manager
• A kickoff meeting with your project team to discuss the timing and execution of your deployment.

PHASE 2 PROJECT KICK-OFF
During the project kickoff, your project manager will lead you through all details of the project including:
• Design, Layout, and Content guidelines for your experience • How to securely deploy your hardware
• Develop a timeline for project delivery
• Determine a cadence and audience for project status meetings and updates • Answer any questions you have regarding the project
PHASE 3 DESIGN SELECTION
Nanonation’s Design Team will incorporate your logo, colors, look and feel to the design. 999
Proprietary and Confidential Page | 9 Nanonation, Inc.

A designer will present design options for your review and selection as determined during the kickoff timeline.

PHASE 4 CONTENT LAYOUT
During this phase, we will guide you through determining how a user will navigate through the content of the experience. The Content Creation Guide has been included with examples of ways one can navigate through the experience.

PHASE 5 CONTENT GATHERING
Once the layout of the experience has been determined, you will need to provide any content you would like to be part of the initial deployment. Your project manager will work with you on how best to provide the content in bulk. Examples of content to gather are listed below.

MEDIA CHECKLIST
• Images
• Video (Gallery view only)
• Webpages / URL’s
• Button Images
• Button Headers
• Supporting Text
• Excel Spreadsheets (for Record Book view)
• PDFs and Multiple Page PDFs
PHASE 6 TESTING
Once all content is delivered to Nanonation and the layout has been finalized, we will work to build out the entire experience.

The initial content ingestion could take up to 2 weeks and once finalized, will be passed through our quality assurance process before final staging.

During testing, you may be contacted for replacement media.

PHASE 7 INSTALL & DEPLOYMENT
An Installation Guide will be provided to assist in the installation of the experience. 1000
Proprietary and Confidential Page | 10 Nanonation, Inc.

If you would like, a third-party vendor can be coordinated to complete your installation. If you would like this service, please let us know and we can provide a quote for the cost of the installation.

PHASE 8 TRAINING
Once your experience has been deployed, your project manager will arrange an online training to review how to update and monitor your new kiosk. During the training, you will learn how to complete the following:
• Publish new content to the attract loop
• Update content that was part of the initial ingestion • Create new end points
• Set hours of operation
• Maintain your hardware
PHASE 9 CLOSURE & ACCEPTANCE
After training, your project will be complete, and your project manager will lead you through closure and acceptance.

During this phase, we will work to ensure the following:
• You are completely satisfied with your project
• You know where to go if you need technical support
• You know who to contact should you have any digital needs in your environment in the future Requirements and Assumptions
Nanonation Requirements
The following components of the solution will be provided by Nanonation in relationship to this project.
➢ Communication regarding project status based on the project communication plan ➢ Development of the solutions outlined in this Statement of Work ➢ Maintenance of the cloud-based Content Management System necessary to support the distributed network
➢ Provide ongoing technical and CMS-user support services 1001
Proprietary and Confidential Page | 11 Nanonation, Inc.

Customer Requirements
The following will be provided by Customer and are necessary to successfully complete the project.
➢ Assign a Project Sponsor as the primary contact
➢ Provide style guides, media, and other assets as necessary for use in the solution ➢ Provide reasonable assistance, cooperation, timely decisions where necessary ➢ Coordinate scheduling of necessary Customer resources as required ➢ Provide power and connectivity at the site of the kiosk ➢ Obtain all approvals, permits, licenses and other similar consents required by Customer’s suppliers and licensors necessary to support or permit the services outlined in this Statement of Work
Project Assumptions
To execute the project successfully, several key assumptions have been made. Deviations that arise during the project may impact timelines and the scope of work provided by Nanonation. If any such situations occur, Nanonation and the customer Project Sponsor will meet and agree on the course of action.
➢ Changes to the scope of work will be managed through the change control process ➢ All network requirements and related settings will be managed by the customer

Project Parameters
Timeline
Nanonation estimates the project will require 4 to 6 weeks to complete. The project will begin upon execution of this document and the receipt of the initial down payment. The timeline is based on a number of factors including procurement of design assets and other prerequisites, maintenance of project scope as described, availability of required hardware, as well as consistency during the iterative design process. Variations to any of these items may result in a change in the timeline.
1002
Proprietary and Confidential Page | 12 Nanonation, Inc.

Change Control
Nanonation will deliver the scope of work outlined in this document. If, during the onboarding or design process, you require a material change to the software or hardware the project manager will notify you and your account manager immediately. The change may or may not require an adjustment to the scope. Additional fees may be required if additional work is needed to complete new or changed features or if hardware requirements are adjusted. Changes to project scope may also impact the project timeline.

Acceptance
Our mission at Nanonation is to provide the best digital experiences. Fulfilling that mission requires you to be completely satisfied with our delivery. We guarantee the software we provide will work as we have outlined in this document, or we will fix it until it does so. Once the solution is deployed our client services team will ensure it continues to operate and will be available to help you with any questions or challenges you may have.

Hardware
Due to ongoing technology industry component cost and availability changes, we cannot guarantee any player, screen or kiosk costs until three business days after the deposit payment is received, to allow time for processing. If such costs increase or a product is no longer available, Nanonation will provide the customer with a change order outlining the modified cost or recommended alternative product and the impact to the projected project timeframe, if any, for customer review and approval prior to proceeding.

1003
Proprietary and Confidential Page | 13 Nanonation, Inc.

Pricing
Nanonation has outlined the following fees associated with the solution described in this document and are valid for 30 days following the date of this SOW. Changes to scope may adjust these prices as well as the project timeline.

Nanonation Services Cost
Application Design (one-time fee)
Design, Development, QA, PM
Includes ADA/UI
$14,750.00
Total Cost $14,750.00

Software & Hosting Unit Price Quantity Cost
Setup Fees (one-time cost)
- One per kiosk $245.00 2 $490.00
Subscription Fees (annual cost)
- Cost is per kiosk
- 3 Year Term
$396.00 2 $792.00
Total Cost $1,282.00

Hardware Unit Price Quantity Cost
Outdoor-Rated Display
- 55" display w/ touch sensor
- Fanless ruggedized PC media player
- Enclosure/Frame/Stand
- Cabling
- 2-year warranty
- Crating and Shipping estimate
$14,045.00 2 $28,090.00
Total Cost $28,090.00

Installation and Shipping Services Unit Price Quantity Cost Outdoor Kiosk Install
Does not include power, connectivity, or
concrete work
Shipping Estimate
$1,250.00
$750.00
2 2
$2,500.00
$1,500.00

Total Cost $4,000.00
1004
Proprietary and Confidential Page | 14 Nanonation, Inc.

Total Project Costs $48,122.00
Payment Terms
Nanonation requires a 50% deposit for software and services to begin the project as well as 100% of any required hardware associated with the project. The remainder will be invoiced upon completion of the project.
➢ Software and services: 50% deposit / NET30 on completion ➢ Hardware: 100% deposit

1005
Proprietary and Confidential Page | 15 Nanonation, Inc.

Authorization to Proceed
Nanonation will provide services and software solutions as outlined in this statement of work.

Scheduling will begin upon receipt of this authorization, execution of the Professional Services Agreement and the required down payment.

City Posting Board Kiosk
Customer Name Completion Target Proposal Date
City of San Clemente, CA 6-8 weeks from start date 5/8/2026 Total Price: $48,122.00
City of San Clemente Acceptance
Name: ________________________________
Date: ________________________________
Title: ________________________________
Authorized Signature: ________________________________
Nanonation Acceptance
Name: ________________________________
Date: ________________________________
Title: ________________________________
Authorized Signature: ________________________________
1006
Attachment 3

CITY OF SAN CLEMENTE

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 20___, 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 Nanonation, a Nebraska Corporation, with its principal place of business at 301 S. 13th St., Suite 700, Lincoln Nebraska ("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 digital touchscreen posting board and design 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 digital touchscreen posting board and design 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 digital touchscreen posting board and design consulting services for the City Hall and Community Center Digital Touch Display 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 digital touchscreen posting board and design 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 May 19, 2026 to September 30, 2026, or completed to the City’s satisfaction, 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 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 1007
4907-9447-7230 v1 2
55452.01100\31193624.5
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.

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 1008
4907-9447-7230 v1 3
55452.01100\31193624.5
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: Paul Vachal, Sr. Account Executive.

3.2.7 City's Representative. The City hereby designates Laura Campagnolo, City Clerk, 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 Paul Vachal, Sr. Account Executive, 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 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.
1009
4907-9447-7230 v1 4
55452.01100\31193624.5

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 forty eight thousand one hundred and twenty two dollars ($48,122) 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.

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.
1010
4907-9447-7230 v1 5
55452.01100\31193624.5

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.

3.5 General Provisions.

3.5.1 Termination of Agreement.
1011
4907-9447-7230 v1 6
55452.01100\31193624.5

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: Nanonation, Inc.
301 S. 13th St., Suite 700
Lincoln, NE 68508
ATTN: Paul Vachal, Sr. Account Executive
City: City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Laura Campagnolo, City Clerk
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 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 1012
4907-9447-7230 v1 7
55452.01100\31193624.5
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 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. 1013
4907-9447-7230 v1 8
55452.01100\31193624.5

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.

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 1014
4907-9447-7230 v1 9
55452.01100\31193624.5
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.

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]
1015
4907-9447-7230 v1 10
55452.01100\31193624.5
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

Nanonation, a Nebraska corporation
(“CONSULTANT”)
By:_____________________________
(Name, Title)
Dated: _________________________
By:_____________________________
(Name, Title)
Dated: _________________________
1016
4907-9447-7230 v1 11
55452.01100\31193624.5
EXHIBIT "A"

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

Consultant shall build the City of San Clemente two digital touch applications which will include the ability to post and browse multi page PDF documents, in compliance with the Ralph M. Brown Act. Post and display videos, images, and other materials as determined by the City.

Consultant shall provide all the hardware for the two digital touch applications including the 55’’ digital display with touch sensor, fanless ruggedized PC media player, enclosure, frame and stand, cabling, 2 year warranty and crating and shipping of product(s) and install them at City Hall in locations identified by the City.

Consultant shall design and develop in collaboration with the City of San Clemente digital displays with the use of colors, logos and fonts consistent with the City’s branding that will be unique to the City of San Clemente.

Consultant shall arrange meetings with its project and design teams to review designs for the displays and the approved designs will then be implemented into the display product. The City will determine the number of views, and determine the number of levels displayed on the product.

Consultant shall provide the City with access to Nanonation’s content management system Commandpoint to allow for content updates and modifications.

Consultant shall provide training to City staff to establish methods for publication, updates and monitor digital displays.
1017
4907-9447-7230 v1 1
55452.01100\31193624.5
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.
1018
55452.01100\31193624.5
4907-9447-7230 v1
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, 1019
55452.01100\31193624.5
4907-9447-7230 v1
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 1020
55452.01100\31193624.5
4907-9447-7230 v1
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.
1021
55452.01100\31193624.5
4907-9447-7230 v1

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.
1022
55452.01100\31193624.5
4907-9447-7230 v1
EXHIBIT “D”

COMPENSATION
In full compensation for the Services rendered by the Consultant under the Agreement, the City shall pay the Consultant the following lump sum, fixed price:

Application Design $14,750
Software and Hosting $1,282
Hardware $28,090
Installation and Shipping Services $4,000
Total: $48,122
There are no reimbursable expenses under this Agreement. 1023
WORKER’S COMPENSATION INSURANCE CERTIFICATION
55452.01100\31193624.5
4907-9447-7230 v1

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.

Dated: _______________________________
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
1024
Attachment 4

SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT (the “Agreement”), effective _________ _____, 20___, is by and between ___________________________ (“Licensee”) and Nanonation Incorporated, a Delaware corporation (“Licensor”) that sets forth the terms and conditions that govern Licensee’s use of the software known as Commandpoint (the “Software”).

1. Definitions.
a. “Intellectual Property Rights” means any and all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, know-how, moral rights, contract rights, and other proprietary rights, and all registrations, applications, renewals, extensions, and combinations of the foregoing. b. “Terminal” or “Terminals” means a player or other interface of any type used to publish or display content managed by Licensee and includes, but is not limited to, a device having a unique identifier, commonly known as a Terminal ID, established within the Software’s management system.
c. “Updates” means a software release containing error corrections and any correction and updates to the associated documentation.
d. “Upgrades” means a software release containing new enhancements, features or functionality and the associated documentation.
e. “Licensee Reserved Technology” means any and all Intellectual Property Rights, including any technology, software and hardware, that was either previously owned, developed or created by, or licensed to, Licensee or its subcontractors and used in connection with the Software.

2. Grant of License.
a. License Grant. Subject to the full satisfaction of all of Licensee’s payment obligations to Vendor, and further subject to the Licensee’s payment of the annual hosting fees and uninterrupted use of the Software, Licensor hereby grants to Licensee a perpetual (unless terminated in accordance with this Agreement), royalty-free, fully-paid, non-transferable, non-sublicensable, worldwide license to use or access the Software for its own internal business purposes for one (1) Terminal. If Licensor wishes to deploy the Software on multiple Terminals, Licensee must purchase additional software licenses as needed.
b. Fees. In exchange for the use of and access to the Software, Licensee shall pay Licensor the fees as set forth in the Statement of Work. All fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. c. Restrictions. Licensee agrees not to: (i) sublicense, lease, sell, rent, loan, or otherwise transfer the Software to any third party without the prior written consent of Licensor; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software; (iii) otherwise use or copy the Software unless expressly allowed herein; (iv) modify, change, revise or create derivative works from the Software without the express written consent of the Licensor; or (v) remove any copyright or proprietary legends from the Software. d. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this agreement, nothing in this Agreement grants, by implication, waiver, or estoppel, or otherwise, to Licensee or 1025
2 00836850
any third party, any intellectual property rights or other right, title, or interest in or to the Software.

Licensor retains ownership of all ancillary information and metadata related to the use of the Software.
e. Hardware. In the event Licensee purchases any third-party products or hardware from Licensor in connection with the Software, title to such third-party products or hardware shall transfer to Licensee at the earlier of: (a) the time of payment in full of the invoice related to such third-party products or hardware, or (b) the delivery of such third-party products or hardware.

3. Confidentiality. Each party may provide to the other, and each party may come into possession of information relating to the other party’s business that is considered confidential (the “Confidential Information”). Confidential Information shall include, without limitation, all Software, all Licensee Reserved Technology, all information marked confidential, all trade secrets of the parties (as defined under applicable state trade secret law), and all information relating to each party’s business plans and operations, products, costs, marketing statistics, all Licensee information, statistics, reports, data, lists, security assessments and analysis, future plans, business affairs, process information, technical information, finances, marketing plan and pricing strategy.

Notwithstanding the foregoing, the term Confidential Information shall not include information that (a) is publicly known at the time of its disclosure, (b) is lawfully received by the receiving party, (c) is published or otherwise made known to the public, or (d) was generated independently by the receiving party before disclosure by the disclosing party. Licensee hereby grants Licensor the right to use the Licensee Reserved Technology and the Licensee’s Intellectual Property during the term of this Agreement and shall permit access to the same as necessary to provide the Software.

4. Support and Maintenance. Licensor will provide to Licensee Updates and Upgrades to the Software within a reasonable time if and when such Updates and Upgrades become available.

5. Disclaimer of Warranties. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. LICENSOR SPECIFICALLY DISCLAIMS ANY AND ALL OTHER

WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO

ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION

ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR

PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S

REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

6. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (A) IN NO EVENT SHALL LICENSOR’S TOTAL AGGREGATE LIABILITY

TO LICENSEE ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO LICENSOR BY LICENSEE DURING THE SIX (6) MONTH

PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY,

REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE (IT BEING UNDERSTOOD THAT LICENSOR’S LIABILITY TO LICENSEE 1026
3 00836850
MAY BE FURTHER LIMITED BY OTHER PROVISIONS OF THIS AGREEMENT); (B) IN

NO EVENT SHALL LICENSOR HAVE ANY LIABILITY FOR THE PERFORMANCE OR

NON-PERFORMANCE OF ANY THIRD PARTY OR THIRD PARTY PRODUCTS (INCLUDING HARDWARE AND SOFTWARE); (C) IN NO EVENT SHALL LICENSOR BE

LIABLE TO LICENSEE FOR ANY LOST CODE, INFORMATION OR MATERIALS, LOST

PROFITS OR REVENUE, BUSINESS INTERRUPTION, COMPUTER OR SYSTEM

DOWNTIME OR UNAVAILABILITY, OR ANY INDIRECT, INCIDENTAL,

CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (D) IN NO EVENT SHALL LICENSOR BE LIABLE FOR (1) ANY UNAUTHORIZED

NONPHYSICAL ACCESS, ALTERATION, THEFT, CORRUPTION OR DESTRUCTION OF

OR TO ANY COMPUTER FILES, DATABASES, NETWORK, TRANSMISSION FACILITIES OR EQUIPMENT OF LICENSEE OR ITS LICENSEES, END USERS, OR OTHER PARTIES; OR (2) THE CONTENT, ACCURACY OR COMPLETENESS OF ANY LICENSEE RESERVED TECHNOLOGY TRANSMITTED THROUGH THE SOFTWARE.

7. Indemnity. Licensee shall, at its own expense, indemnify, defend and hold Licensor and its officers, directors, employees, and agents harmless from and against any and all claims, costs, fees (including reasonable attorneys’ fees), damages, liabilities and expenses arising out of or resulting from (a) the use of the Software in a manner not authorized or contemplated by this Agreement, (b) modifications to the Software not made by Licensor, (c) the use of the Software in combination with data, software, hardware, equipment or technology not specified by Licensor or authorized by Licensor in writing; or (d) a third-party claim or allegation that the Software infringes, misappropriates, or violates such third party’s Intellectual Property Rights when such Intellectual Property was incorporated by Licensee or at Licensee’s request or incorporates any Licensee Reserved Technology, or Licensee failed to implement Upgrades or Updates made available by Licensor.

8. Term. The term of this Agreement shall commence upon the effective date of the Statement of Work or quotation and shall continue for three (3) years (the “Initial Term”), or until terminated by Licensor pursuant to Section 9. The Agreement will automatically renew for additional one (1) year terms (each a “Renewal Term”) at the end of the Initial Term or any Renewal Term, unless either party provides written notice of its intent not to renew to the other party at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term.

If Customer terminates this Agreement for any reason prior to the end of the Initial Term or the then current Renewal Term, Customer shall owe Licensor a termination charge as liquidated damages in an amount equal to the remaining fees that would have been payable to Licensor by Customer for the remainder of the Initial Term or Renewal Term, as applicable. Unless provided otherwise in the applicable Statement of Work, any Statement of Work shall terminate simultaneously with such termination of this Agreement.

9. Suspension or Termination. Without prejudice to any other rights, Licensor may terminate this Agreement in its sole discretion if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Software and any associated components. Notwithstanding anything herein to the contrary, Licensor may suspend or terminate this Agreement if Licensee fails to pay any amount when due and upon 1027
4 00836850
suspension or termination for nonpayment, Licensor may alter, prohibit, or otherwise restrict or deny Licensee’s access to the Software including, by way of example and not by way of limitation, publishing a blank screen on any of Licensee’s Terminals.

10. Miscellaneous.
a. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Nebraska without reference to its choice of law rules. Any action or proceeding arising from or relating to this Agreement shall be brought solely in the state and federal courts for the county of Lancaster, Nebraska, and Licensee submits to the jurisdiction and venue of any such court in any such action or proceeding. b. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Software and all other subject matter hereof, and supersedes all prior oral and written agreements between the parties regarding the subject matter of this Agreement. c. Force Majure. Licensor shall not be liable, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Licensor including, but not limited to, any loss of data, loss of downtime or corruption of Licensee’s other software program files, or any other loss associated with the Software.
d. Severability. If any provision of this Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
e. Modifications. No modification of this agreement shall be binding on either of the parties hereto unless it has been agreed to in a writing signed by both of them and identified as an amendment to this agreement.
“LICENSOR”

NANONATION INCORPORATED
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
“LICENSEE”
[Insert name]
By: ____________________________________
1028
5 00836850
Name: ____________________________________
Title: ____________________________________
1029
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 16, 2026 Agenda Item: 11P.

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 IN SUPPORT OF MODIFICATIONS TO STATE GAS TAX AND SB-1 ROAD MAINTENANCE AND REHABILITATION ACCOUNT (RMRA) FUNDING ALLOCATIONS TO ORANGE COUNTY CITIES ..body
Summary:

Each year, cities and counties receive State Gas Tax and SB-1 RMRA funding. The State Gas Tax consists of several different funds. Each fund has different funding formulas, but the distribution of funding to each jurisdiction is generally based on several different factors, such as population, number of registered vehicles, and miles of public streets. Many cities in Orange County have been asking the County to adjust the funding allotment formulas, so they better reflect the number of street miles cities are required to maintain.

Currently, the cities within Orange County share approximately 57% of State Gas Tax and SB-1 RMRA funding, and the County of Orange receives the remaining 43%. The County receives a large share of State funding but maintains only 6% of its streets. This results in approximately $339,000 in funding per street mile for the County. The cities maintain approximately 94% of all streets in the County and are funded at approximately $28,679 per street mile.

The County has responded to the matter and is proposing a new competitive County grant program called the Orange County Road Maintenance Assistance Program (OC RoadMAP).

This proposed grant would allocate $5,000,000 from the County’s allotted funds to 5-10 city projects within the County that qualify for the grant.

Many cities in the County are asking the County to eliminate this new competitive grant and instead reformulate the overall funding allotments for the County and cities so that allocations better align with maintenance responsibilities. The creation of a new competitive grant adds administrative costs, and cities do not guarantee proportional funding.

Staff requests that the City Council authorize the Mayor to execute the attached letter to the County, requesting a change to the funding allocations, rather than creating a new competitive grant with limited funding.

Background:

The City has approximately 120 miles of public streets in the City. The City receives a portion of several State funds (2103, 2105, 2106, 2107, and 2107.5), which are combined and referred to as the City’s State Gas Tax. The City also receives SB-1 RMRA Gas Tax funding each year. 1030
Meeting Date: June 16, 2026 Agenda Item: 11P.

CITY OF SAN CLEMENTE 2
Allotment formulas for each fund differ but are generally based on population, the number of registered vehicles, and miles of public streets. During Fiscal Year (FY) 2024/25, the City received approximately $1,800,000 from State Gas Tax funds and approximately $1,600,000 in SB-1 RMRA funding.

Discussion:

The County’s new OCRoadMAP grant program is a good step forward to help offset discrepancies in funding formulas, but its limited funding of $5,000,000 per year, split among 5-10 city projects throughout the County, will not adequately address the maintenance needs of the County's cities. A new grant requires ongoing administrative costs for both the County and the city applicants and imposes audit-level responsibilities on each city receiving County funding. A more effective way to address the funding discrepancy would be to revise the formulas and increase the allotments for street miles within each jurisdiction.

If funding formulas are to be modified, any potential changes to State funding should be phased in over time to avoid disrupting the County and its projects. In addition to the County’s allotment based on street miles, the County should likely have a baseline allotment above the city allotments for regional needs that the County is responsible for.

Considerations Identified by Staff:

Based on the criteria received by the City Engineer for the percentages of miles in the County versus city miles, there appears to be a significant discrepancy in funding allocations between the County and each city. A letter has been drafted in support of the County moving forward to address the issues by modifying the allotment formulas to place greater emphasis on miles of streets in each jurisdiction.

Council Options:
 Adopt Resolution No. 26-126 (Attachment 1), authorizing the Mayor to submit a letter supporting the modification of allotment formulas for State Gas Tax and SB-1 RMRA funds.  Modify and adopt Resolution No. 26-126.
 Continue the item and direct staff to provide additional information.  Do not adopt Resolution No. 26-126.

Environmental Review/Analysis:

This is not a “project” under the California Environmental Quality Act (CEQA).

Fiscal Impact:

None at this time.

Potential Action(s):
..recommendation
If the City Council concurs with the contents of the staff report, appropriate actions include adoption of Resolution No. 26-126, which will authorize the Mayor to submit a letter to the Orange County Board of Supervisors in favor of modifying the funding allotments for State Gas Tax and SB-1 RMRA funds.
1031
Meeting Date: June 16, 2026 Agenda Item: 11P.

CITY OF SAN CLEMENTE 3
..recommendation
..recommendation
..endAttachment:

1. Resolution No. 26-126

2. Draft Letter to the Orange County Board of Supervisors Notification:

None.
1032
Attachment 1
RESOLUTION NO. 26-126

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE IN SUPPORT OF MODIFICATIONS TO
STATE GAS TAX AND SB-1 ROAD MAINTENANCE AND

REHABILITATION ACCOUNT (RMRA) FUNDING

ALLOCATIONS TO ORANGE COUNTY CITIES
WHEREAS, the City of San Clemente receives State Gas Tax revenue from several different funds including: State Gas Tax Funds 2103, 2105, 2106, 2107, and 2107.5; and
WHEREAS, the Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and
WHEREAS, SB 1 includes the Road Maintenance and Rehabilitation Account (RMRA) funding to the City of San Clemente; and
WHEREAS, each fund has different funding formulas, but the distribution of funding to each jurisdiction is generally based on several different factors, such as population, number of registered vehicles, and miles of public streets; and WHEREAS, the funding formulas currently result in the County of Orange receiving a larger share of funding (43%), while the County is only responsible for maintenance of 6% of the streets in the County; and
WHEREAS, the County has responded to the matter and is proposing a new competitive County grant program called the Orange County Road Maintenance Assistance Program (OC RoadMAP); and
WHEREAS, the OC RoadMAP grant would allocate $5,000,000 from the County’s allotted funds to 5-10 city projects within the County that qualify for the competitive grant; and
WHEREAS, many cities in the County are asking the County to eliminate this new competitive grant and instead reformulate the overall funding allotments for the County and cities so that allocations better align with maintenance responsibilities. 1033
Resolution No. 26-126 Page 2
NOW, THEREFORE, IT IS HEREBY RESOLVED, ORDERED, AND FOUND by the City Council of the City of San Clemente, State of California, as follows:

SECTION 1:Incorporation of Recitals.

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

SECTION 2: The City Council hereby authorizes the Mayor to submit a letter to the Orange County Board of Supervisors in favor of modifying the funding allotment formulas for State Gas Tax and SB-1 RMRA funds.

SECTION 3: 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 by the City Council of the City of San Clemente, State of California this ____ day of June, 2026, by the following vote:

ATTEST:
_______________________________ _____________________________ City Clerk of the City of San Clemente, Rick Loeffler, Mayor of the City of California San Clemente, California
1034
Resolution No. 26-126 Page 3

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. 26-126 was adopted at a regular meeting of the City Council of the City of San Clemente held on ______ day of June 2026, 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
1035
A Attachment 2

OFFICE OF THE MAYOR

AND CITY COUNCIL
Rick Loeffler
Mayor
Steve Knoblock
Mayor Pro Tem
Victor Cabral
Mark Enmeier
Zhen Wu

CITY MANAGER
Andy Hall
910 Calle Negocio
San Clemente, CA 92673
Phone: (949) 361-8200
“The Spanish Village
by the Sea”
June 16, 2026
Orange County Board of Supervisors
333 W. Santa Ana Blvd.

Santa Ana, CA 92701
Subject: OC RoadMAP Competitive Grant Opportunity and Continued Need for Local Roadway Funding
Dear Chair Chaffee and Honorable Members of the Board of Supervisors:

On behalf of the City of San Clemente, I would like to express our sincere appreciation for the County’s leadership in establishing the new OC RoadMAP competitive grant program to support roadway maintenance and rehabilitation needs across Orange County’s 33 cities. This dedicated funding opportunity reflects an important recognition of the growing infrastructure needs facing local jurisdictions throughout the region.

While the City is grateful for this initiative, we must respectfully note that the scale of roadway repair needs countywide far exceeds the available $5 million annual allocation. Cities across Orange County continue to face escalating construction costs, aging pavement systems, and increasing backlogs of deferred maintenance.

In San Clemente, as in many cities, the cost to preserve safe and reliable streets continues to outpace available local, state, and federal funding sources.

This challenge is compounded by a longstanding structural inequity in roadway funding distribution. Orange County cities maintain approximately 94 percent of all roadway miles in the county, yet collectively receive only 57 percent of Gas Tax and SB-1 revenues. By contrast, the County maintains approximately 6 percent of roadway miles while receiving 43 percent of these funds. As a result, the vast majority of residents who live in cities contribute these revenues but do not see a proportional return through local street repair and rehabilitation.

The OC RoadMAP program is a meaningful step in addressing this imbalance, and we commend the Board for taking action. However, one-time or limited competitive funding alone will not resolve the long-term needs of Orange County’s CELEBRATING 90 YEARS OF INCORPORATION
1036