Santa Ana City Council
November 21, 2023

City Council 21 – 66 11/21/2023
Wei
JEC

ENVIRONMENTAL

FEE PROPOSAL FOR

WASTE DISCHARGE REQUIREMENT
I r COMPLIANCE SERVICES
J
ttl FOR THE CITY OF SANTA ANA
RFP No. 20- 089
i
August 4, 2020
City Council 21 – 67 11/21/2023

CITY OF SANTA ANA
RFP NO.: 20-089

WASTE DISCHARGE REQUIREMENTS COMPLIANCE SERVICES

APPENDIX
ATTACHMENT 2: FEE PROPOSAL
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposal. I have examined the Scope of Services (Exhibit A). I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.

Proposer' s fee proposal shall be submitted concurrently with the technical proposal, but in a separate file, clearly labeled as " Fee Proposal." This shall include the firm' s Standard Hourly Fee Schedule, and a Project Fee Schedule as listed below. All services performed by the consultant not specifically captured by the unit prices listed shall be compensated on a time and material basis:

TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM: EEC Environmental
Item Description Unit Estimated
Quantity
Unit Price Total

1. Perform SSMP Audit Each 1 11, 500 11, 500

2. Perform SSMP Update Each 1 7,500 7, 500

3. Lift Station Contingency
Plan Development
Lump
Sum
1 4,000 4,000

4. Permitting Inspections* Each 100 125 12, 500

5. GRE Inspections* Each 350 100 35>000

6. BMP Inspections* Each 500 95 47,500

7. Compliance Inspections* Each 200 125 25, 000

8. LFP Confirmation
Inspections*
Each 100 25 2, 500

9. FSE NPDES Inspections* Each 300 25 7,SOo
TOTAL 153, 000
These are estimated annual quantities. Actual inspection quantities over contract term may vary.

City Council 21 – 68 11/21/2023Page 8 of 10
Fee Proposal — Waste Discharge Requirements Compliance
Services ( RFP # 20- 089)
EEC Environmental ( EEC) is pleased to submit this fee proposal to provide continued Waste Discharge Requirement ( WDR) and Environmental Compliance services, including Fats, Oils, and Grease ( FOG) Program Management services, to the City of Santa Ana ( City). The table below summarizes proposed unit/ lump sum fees and provides estimated costs for As -Assigned Tasks, which will be performed on a time and materials basis pursuant to EEC' s 2020 Fee Schedule ( hourly rate schedule) provided following this page.

Unit/ Lump Sum Basis Items Unit Estimated Unit Price Total 1 Perform SSMP Audit Each 1 11, 500 11, 500
2 Perform SSMP Update Each 1 7,500 7, 500
3 Lift Station Contingency Plan Lump 1 4,000 4,000
4 Permitting Inspections Each 100 125 12, 500
5 GRE Inspections Each 350 100 35, 000
6 BMP Inspections Each 500 95 47,500
7 Compliance Inspections Each 200 125 25, 000
8 LFP Confirmation Each 100 25 2, 500
9 IFSENPDESInspections Each 300 25 7, 500
Unit/ Lump Sum Task Total: $ 153,000
As -Assigned (T& M) Items Basis Level of Effort Cost Est.

FOG Program Management T& M 275-325 hours 52,500
1 Maintaining Maps and Database T& M 150- 175 hours 24, 500 2 Training and Support T& M 150- 175 hours 26, 500
3 General Environmental Complinace Support
Cross -Connection Program Support
Potable Water Discharge Permitting/ Support
Production Well O& M Support
Water Distribution Infrastructure Support
Stormwater Compliance Support
Project Management and Assistance
T& M
150-200 hours
80- 100hours
150- 200 hours
125- 150hours
80- 100hours
400- 500hours
25, 000
17, 50D
35, 000
22,500
17, 500
75, 000
4 General SewerSystemO& MSupport I T& M 1 200- 250hours 45,000 As -Assigned Tasks ( Estimated) Total $ 341,000
EEC Fee Proposal — WDR Compliance Services FP- 1 August 4, 2020 City Council 21 – 69 11/21/2023

ENVIRONMENTAL
2020 Fee Schedule

PERSONNELCHARGES
The charge for all time required for the performance of the Scope of Work, including office, field and travel
time, will be billed at the hourly rate according to the labor classifications set forth below:

Labor Classification Hourly Rate
Jr. Staff Engineer/Geologist/Scientist 115
Staff Engineer/Geologist/Scientist 130
Sr Staff Engineer/Geologist/Scientist 145
Project Engineer/Geologist/Scientist - 1 170
Project Engineer/Geologist/Scientist - 11 180
Sr Project Engineer/Geologist/Scientist - 1 195
Sr Project Engineer/Geologist/Scientist - 11 215
Principal Geologist 240
Principal 240
Project Assistant 100
Technician 100
Drafter 125
Sr Technician 125
Compliance Inspector 120
Technician GIS/Technology 105
Analyst GIS/ Technology 115
Sr Analyst GIS/ Technology 125
Specialist GIS/ Technology 135
Sr Specialist GIS/ Technology 145
Supervisor GIS/ Technology 160
Director/GIS Technology 175
Construction Technician 90
Construction Field Supervisor 110
Construction Manager 115
Sr Construction Manager 140
Technical Editor 110
Emergency response will be charged at a rate of 1. 5
times the standard hourly rate.

When EEC Staff appear as expert witnesses at court
trials, mediation, arbitration hearings and depositions, their time will be charged at 2. 0 times the standard rate.

All time spent preparing for such trials, hearings, and depositions, will be charged at the standard hourly rate.

Travel
Vehicles used on project assignments will be
charged at $ 75 per day. Mileage is billed at the
current rate established by the Internal Revenue
Service plus mark up. Per Diem is billed at a unit
cost of $60 per day. Airfare, lodging, rental cars and
associated expenses are billed at cost plus 15%.

Field Equipment
Field Equipment is billed at standard unit costs. Rate
schedules are available upon request.

Subcontractors and Reimbursables
The costs of subcontractors, materials, equipment
rental and costs incurred will be charged at cost plus
15%.

Other Proiect Charges
The cost of additional report reproduction and
special project accounting will be billed as
appropriate. Plotting plans are charged by size,
black and white or color, and by the number of
copies supplied.

Shioping and Postage
Shipping charges include couriers and the postage
necessary will be charged at cost plus 15%.

Interest Charges
Interest on late payments will be charged at the rate
of 1. 5% per month.

Payment Terms
Net 30 days apply to all work performed and
invoiced unless superseded by a specific executed
contract.

This Fee Schedule is adjusted each subsequent year to reflect the economic changes for the new year.

The new schedule will apply to existing and new assignments. 302D E., Fee & hedule
City Council 21 – 70 11/21/2023
Dlgaally signed by Fanclnea
Francine R. Villareal V6n,II —e MOI 11. 10 Wa9:2. MW
A or CERTIFICATE OF LIABILITY INSURANCE OATE( MM/ DDIVYYY) 10/ 30/ 2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER GMGS Risk Management & Insurance Services
6201 Oak Canyon, Suite 100
Irvine, CA 92618
NAME: CONTACT Jennifer Barton
PHONE
949. 559-3394 ac No : 949- 559- 6703
E- ADDRESS: MAIL lennlferb m s.Com
INSURERS AFFORDING COVERAGE NAIC#
www.gmgs.com OB64519 INSURER A: Great Divide Insurance Company 25224

INSURED
EEC Environmental INSURER B : American Fire and Casualty Company 24066 dba Enviromental Engineering Contracting Inc.,
One City Boulevard West, Suite 1800
Orange CA 92868
INSURER C:

INSURER D:

INSURER E:

INSURER F

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INLTRSR- TYPE OF INSURANCE

AOOLSUBR

POLICYNUMBER
POLICYEFF MM/ DDIYYri) fMMIDDNYYYI POLICYEXP LIMITS
A r/ COMMERCIAL GENERAL LIABILITY

CLAIMS -MADE OCCUR
GLP2006942- 18 10/ 31/ 2020 10/ 31/ 2021 EACHOCCURRENCE 5000000 PREMISES ( Ea occursyncea 300000
MED EXP (Any one person) 25 000
PERSONAL & ADV INJURY 5000000
GEML AGGREGATE LIMIT APPLIES PER:

POLICY JECT LOG
OTHER:

GENERA - AGGREGATE 5,000,000
PRODUCTS - COMP/OP AGG 5000000

B AUTOMOBILE LIABILITY

ANY AUTO

OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED NON -OWNED

AUTOS ONLY AUTOS ONLY
BAA( 21) 58333458 10/ 31/ 2020 10/ 31/ 2021 COMBINEDtSINGLELIMIT 1, 00D ODD BODILY INJURY (Per person)
BODILY INJURY (Per occident)

PROPERTY DAMAGE
Par accident

UMBRELLALIAB

EXCESS LIAB
OCCUR

CLAIMS -MADE

EACH OCCURRENCE

AGGREGATE
DED I I RETENTION$
A AND WORKERSC MPENATIOI N V I N EMPLANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED4 Mandatory In NH)
yes, under
DESCRIPTIONIPTIONOF OPERATIONS below NIA
WCA200881517
5/ 24/ 2020 5/ 24/ 2021 STATUTE RH- E.

L. EACH ACCIDENT 1 00D 000 E.

L. DISEASE - EA EMPLOYEE 1000, 000E.

L. DISEASE - POLICY LIMIT 1000000 DESCRIPTION
OF OPERATIONS LOCATIONS IVEHICLES ( ACORD 101, Additional Ramada, Schedule, may be attached if more space isrequired) RE:

Job #W- 1424. 12T -Every Drop Counts -Santa Ana WDR This certificate may be relied upon only Ifthe certificate addendum referred toherein is attached hereto. Job # W- 1424. 12T City
of Santa Ana Risk
Management Division 20
Civic Center Plaza, 4th floor Santa
Ana CA 92702 SHOULD

ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITHTHE POLICY PROVISIONS. AUTHORIZED
REPRESENTATIVEGriff
Griffith 01988-
2015 ACORD CACORD
25 (2016103) The ACORD name and logo are registered marks of ACORD 58383173 120-21 c/ A/ uMe/ POLL/ H&0/ wC I Jennifer Barton 110130/ 202D 1:99: 06 PM ( PUP) I 1 of 11 y gest' z'.

RAMougemmtDNIalon REVIEWED
Is APPROVED SrRisk
City Council Management Analyst 21 – 71 11/21/2023
ACORO®
l _
AGENCY CUSTOMER ID:

LOC #:

ADDITIONAL REMARKS SCHEDULE Page of

AGENCY NAMED INSURED
GMGS Risk Management & Insurance Services

POLICY NUMBER
EEC Environmental
dba Enviromenlal Ewireering Contracting Inc.,
One City Boulevard West, Suite 1800
Orange CA 92868

CARRIER NAIC CODE
EFFECTIVE DATE:

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability ( 03/ 16) HOLDER: City of Santa Ana Risk Management Division
ADDRESS: 20 Civic Center Plaza, 4lh floor Santa Ana CA 92702 RE: Job # W- 1424. 12T - Every Drop Counts - Santa Ana WDR As respects General Liability coverage, City of Santa Ana, its officers, employees, agents and representatives are added as Additional Insured per CG20101219 and CG20371219 attached, and this insurance is primary per CG20011219 attached.

As respects General Liability coverage, 30- day written notice of cancellation ( 10 days for non- payment of premium) applies per IL00171198 attached.

As respects Automobile Liability coverage, City of Santa Ana, its officers, employees, agents and representatives are added as Additional Insured, and this insurance is primary per AC85430618 attached.

As respects Automobile Liability coverage, 30- day written notice of cancellation ( 10 days for non- payment of premium) applies per IL00171198 attached.

As respects Workers' Compensation coverage, 30- day written notice of cancellation ( 10 days for non- payment of premium) applies per WC040601A attached.

S, y„
IUekMane&elnentl) iWalon
Sib REVIEWED & APPROVED Br
ACORD 101 ( 2008101) © 2008 ACORD C ( y , } Lurau(
The ACORD name and logo are registered marks of ACORD M' Ruk Management Analyst
58383173 120- 21 G/ A/ UPM/ POLL/ E& Q/ WC Jennifer Barton 110/ 3D/ 2020 1: 48: 06 PM ( PDT) I page 2 of 11 n'- City Council 21 – 72 11/21/2023
EEC Environmental
POLICY NUMBER: GLP2006942- 18 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s)
Or Organization(s) eeraons
Any person, organization, or project with whom the
named insured executes a written contract prior to the
start of the project and is shown on a certificate of
insurance issued by our authorized representative prior to the start date of the project
Information required to complete this Schedule if not shown above will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to
include as an additional insured the person( s) or
organization( s) shown in the Schedule, but only
with respect to liability for " bodily injury", " property damage" or " personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to " bodily injury" or
property damage" occurring after:

1. All work including materials parts or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location( s)
designated above.

However: 2•

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

CG 20 1012 19
equipment furnished in connection with such
work, on the project ( other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured( s) at the
location of the covered operations has been
completed; or
That portion of " your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.

Insurance Services Office, Inc., 2018
5BM3173 1 20- 21 G/ A/ OMB/ POLL/ E& O/ WC I Jennifer Barton 110/ 30/ 2020 1; 98: 06 PM ( PDT) I Page 3 of 11 RlakMouRementDiWBrmi
tRT
i EREVIEWED& AP'PIRovED 03 BVt: I' Ftki;. L Imo,. 41" IA: A G 01 City Council 21 – 73 11/21/2023 Risk ManagementAnalyst C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

58383173 120- 21 G/ A/ 0MB/ POLL/ 8&0/ WC Jennifer Barton 110/ 20/ 2020 1t40: 06 PM ( PUV) I Page 4 of 11 RleleManagelnenEAlWe[ on
REVIEWED& APPRavEDBY.

Fnar.rrc k, PP e C
City Council 21 – 74 11/21/2023 Risk Management Analyst EEC Environmental
POLICY NUMBER: GLP2006942- 18 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s)
Or Organization( s) Location And Description Of Completed Operations Any person, organization, or project with whom the named Insured executes a written contract prior to the start of the project and is shown on a certificate of insurance issued by our authorized representative prior to the start date of the project
Information required to complete this Schedule, if not shown above will be shown in the Declarations.

A. Section II — Who Is An Insured is amended to
include as an additional insured the person( s) or
organization( s) shown in the Schedule, but only
with respect to liability for " bodily injury" or
property damage" caused, in whole or in part, by
your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and included
in the "products -completed operations hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

CG 20 37 12 19
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

Insurance Services Office, Inc., 2018
58383173 1 20- 21 G/ A/ UM6/ POLL/ E& O/ WC Jennifer aarton 110/ 30/ 2020 1: 48: 06 PM ( POT) I Page 5 of 11 PJAMotagetnenEo& islDn
r REVIEWED & APPRovtD By:

T1 i
f he P. Ix"d
Risk Management Analyst
01 City Council 21 – 75 11/21/2023
EEC Environmental
dba Enviromental Engineering Contracting Inc.,
GLP2006942- 18
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY
CG 20 01 12 19

COMMERCIAL GENERAL LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek
contribution from any other insurance available to
an additional insured under your policy provided
that:
1) The additional insured is a Named Insured
under such other insurance; and
2) You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution
from any other insurance available to the
additional insured.

CG 20 01 12 19 © Insurance Services Office, Inc., 2018
58383173 1 20- 21 c/ A/ nBr/ Pone/ aso/ wc I Jennifer Barton 1 10/ 30/ 2020 s: ae, os Pm ( Par) i Page 6 of ri Yam'° wekAA.,, agententotvieion
RmAEWED & ppAPPROV® By.
i City Council 21 – 76 11/21/2023 Risk ManagementAnalyst BAA(21) 58333458
Coverage under this provision d. does not apply to " bodily injury" or " property damage" that occurred before you acquired or formed the organization.

2. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an " insured":
e. Any " employee" of yours while using a covered " auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any " employee". f. Any " employee" of yours while operating an " auto" hired or borrowed under a written contract or agreement in that " employee' s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the " employee".

3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT
SECTION II - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an " insured":
e g. Any person or organization with respect to the operation, maintenance or use of a covered " auto", provided that you and such person or organization have agreed in a written contract, written x agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an " insured".

However, such person or organization is an " insured":
1) Only with respect to the operation, maintenance or use of a covered " auto"; 2) Only for " bodily injury" or " property damage" caused by an " accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and
3) Only for the duration of that contract, agreement or permit.

The " insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the " insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance.

4. SUPPLEMENTARY PAYMENTS
SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2. a. Supplementary Payments, Paragraphs 2) and ( 4) are replaced by the following:
2) Up to $ 3, 000 for cost of bail bonds ( including bonds for related traffic violations ) required because of an " accident" we cover. We do not have to furnish these bonds. 4) All reasonable expenses incurred by the " insured" at our request, including actual loss of earnings up to $ 500 a day because of time off from work.
g S. AMENDED FELLOW EMPLOYEE EXCLUSION
In those jurisdictions where, by law, fellow " employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added:

SECTION II - LIABILITY, Exclusion B. S. Fellow Employee does not apply if the " bodily injury" results from the use of a covered " auto" you own or hire if you have workers compensation insurance in force for all of your " employees" at the time of "loss".

This coverage is excess over any other collectible insurance.

SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows:

6. HIRED AUTO PHYSICAL DAMAGE
Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, Is amended by adding the following:

If hired " autos" are covered " autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Fo own, then the Physical Damage coverages provided are extended to " autos' r ,< RlekMamgernenWM bn
gREVIEWED& APPROVED BY: 2018 Liberty Mutual Insurance f f' AEirtA. % t Qh4z AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permissi Risk Management Analyst 583831'/ 3 20- 21 G/ A/ BMB/ POLL/ E&O/ NC I Jennifer Barton 1 10/ 30/ 2020 1: 48: 06 PM ( PBT) I Page 7 of 11 ;...

City Council 21 – 77 11/21/2023
The " loss" must be reported to the police authorities within 24 hours of known damage.

The total amount of the damage to the covered " auto" must exceed the deductible shown in the Declarations.

This provision does not apply to any " loss" if the covered " auto" is in the charge of any person or organization engaged In the automobile business.

18. TWO OR MORE DEDUCTIBLES
Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same " accident", the following applies to Paragraph D. Deductible a. If the applicable Business Auto deductible is the smaller ( or smallest) deductible, it will be waived; or
b. If the applicable Business Auto deductible is not the smaller ( or smallest) deductible , it will be reduced by the amount of the smaller ( or smallest) deductible; or c. If the " loss" involves two or more Business Auto coverage forms or policies, the smaller ( or s smallest) deductible will be waived.

For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group.
ix e SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows:
o 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
SECTION IV- BUSINESS AUTO CONDITIONS , Paragraph 8.2. is amended by adding the following:

If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced.

However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure.

20. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.2. a, is replaced in its entirety by the following:
a. In the event of "accident", claim, " suit" or " loss", you must promptly notify us when it is known to:
1) You, if you are an individual;
2) A partner, if you are a partnership;
3) Member, if you are a limited liability company;
4) An executive officer or the " employee" designated by the Named Insured to give such notice, if you are a corporation.

To the extent possible, notice to us should include:
s
a) How, when and where the " accident" or "loss" took place; b) The " insured' s" name and address; and
a) The names and addresses of any injured persons and witnesses.

21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following:

If the person or organization has in a written agreement waived those rights before an " accident" or loss", our rights are waived also.

22. HIRED AUTO COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory , is amended by the addition of the following:
f. For " autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured' s" responsibility tc pay for damages is determined in a " suit", on th States, the territories and possessions of the United States of America, Puert a settlement we agree to.
20181- iberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permissi 58383173 1 20- 21 G/ A/ OMB/ POLL/ E& O/ WC J Jennifer Baton 1 10/ 30/ 2020 1: 48: 06 PM ( POT) I Page 8 of 11 y— yq t il'iAl1A: n1ZI{{ DIV18IOn
F/p r REVIEWED& APPROVED BY. ,}
Risk Management Analyst
00,
City Council 21 – 78 11/21/2023
Fri
This extension of coverage does not apply to an " auto" hired, leased, rented or borrowed with a driver.

23. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B. S. Other Insurance and supersedes any provision to the contrary:

This Coverage Form' s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an " insured" under your policy provided that:

1. Such " insured" is a Named Insured under such other insurance; and

2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such " insured".

SECTION V - DEFINITIONS is amended as follows:

24. BODILY INJURY REDEFINED
Under SECTION V - DEFINITIONS , Definition C. is replaced by the following:

Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. 20181- Iberty Mutual Insurance
AC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permissi 5e383173 1 20- 21 c/ A/ OM3/ P0LL/ E60/ wc Jennifer Barton 1 10/ 30/ 2020 1: 4e: 06 em fPDB) 1 eage 9 of 11 011o.. r RlakManagEmnstD[Welon
REVIEWED & APPROVED 8Y.

City Council 21 – 79 11/21/2023 Risk Management Analgsr EEC Environmental
dba Enviromental Engineering Contracting Inc.,

COMMON POLICY CONDITIONS
All Coverage Parts Included in this policy are subject to the following conditions.

A. Cancellation

1. The first Named Insured shown in the Declaretions may cancel this policy by mailing or delivering to us advance written notice of cancellation.

2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least:
a. 10 days before the effective date of cancellation if we cancel for nonpayment of premlum; or b. 30 days before the effective date of cancellation If we cancel for any other reason.

3. We will mail or deliver our notice to the first
Named Insured' s last. mailing address known to
us.

4. Notice of cancellation will state the effective
date of cancellation- The policy period will end
on that date.

5. If this policy Is cancelled, we will send the first
Named Insured any premium refund due. If we
cancel, the refund will be pro rats. If the first
Named Insured cancels, the refund may be
less than pro rate. The cancellation will be effective even if we have not made or offered a refund.

8. If notice Is mailed, proof of mailing will be sufficient proof of notice.

B. Changes
This policy contains all the agreements between
you and us concerning the Insurance afforded.

The first Named Insured shown in the Declarations
Is authorized to make changes in the terms of this
policy wdh our consent. This policy's terms can be
amended or waived only by endorsement Issued
by us and made a part of this policy.

C. Examination Of Your Books And Records
We may examine and audit your books and records as they relate to this policy at any time durIng the policy period and up to three years after - we rd.

D. Inspections And Surveys

1. We have the right to;
a. Intake inspections and surveys at any time;
IL 00 17 1198 b.

Give you reports on the conditions wefind; and
c.

Recommend changes. 2.

We are not obligated to make any inspections, surveys,
reports orrecommendations andany such
actions we do undertake relate only toin- surability
and the premiums tobe charged. We do
not make safety inspections. We do not un- dertake
to perform the duty of any person or organization
toprovide forthe health or safety of
workers orthe public. And we do not warrant that
conditions: a.

Are safe or healthful; or b.

Comply with

3. laws, regulations, codes or standards.

Paragraphs 1. and 2, of this condition apply not only
to us, but also to any rating, advisory, rate service
or similar organization which makes in. surance
Inspections,

4. surveys, reports or rec- ommendations.

Paragraph 2. of this condition does not apply toany
inspections, surveys, reports or reoom- mendations
we may make relative to certifica- tion,
under state or munioipal statutes, ordi nances
orregulations, of boilers, pressure ves- sels
or elevators. E.

Premiums The
first Named Insured shown in the Declara. tions:

1. Is responsible forthe payment of all premiums; and

2. Will be the payee for any return premiums we Pay.

F.

Transfer Of Your Rights And Duties Under This Policy
Your
rights and duties under this policy may not be transferred without our written consent except In the
case of death of an Individual named insured. If
you die, your rights and duties will be transferred to
your legal representative but only while acting within
the scope of duties as your legal representa- tive,
Until your legal representative is appointed, anyone
having proper temporary custody of your property
will have your rights and duties but only with
respect tothat property. IL
00 17 1198 Copyright, insurance Services Office, Inc., 1898 sb3e3173 120- 21 c/A/ 1Jne/ 20z1,/ 8c0/ we I se ieer sarcozi 1 10/30/ 2020 1:48: 06 M ( 2m) I page io of ii Aft, RlekMmugemenfDtWalan

REVIEWED&
APPRavaJar.
1111W Rink
City Council 21 – 80 Management 11/21/2023 Analyst
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY EEC Environmental WC 0-4 06 01 A dba Enviromental Engineering Contracting Inc., ( Ed. 12/ 93) WCA200881517

CALIFORNIA CANCELATION ENDORSEMENT
This INFORMATION endorsement PAGE. applies only to the insurance provided by the policy because California is shown in Item 3.A. of the The cancellation condition in Part Six ( Conditions) of the policy is replaced by these conditions:

CANCELATION

1. toYoutakemayeffect. cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is

2. We may cancel this policy for one or more of the following reasons:
a. Non- payment of premium;
b. Failure to report payroll;
c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations of our designated loss control representatives; I. The occurrence of a material change in the ownership of your business; The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; Copyright 1998by The Workers' Compensation Insurance Rating Bureau of California. All rights reserved.

From the WCIRB's California Workers' Compensation Insurance Forms Manual Copyright 1995

INSURED
59383173 120- 21 G/ A/ UM6/ P0LL/ RLG/ WC I Jennifer Barton 1 10/ 30/ 2020 1: 48: 06 PM ( PDT) I Page 11 of 11 pens ttlgREVIEWED& mi ekManaentDlvislon APPRdvm BY: RIA Management Analyst41
City Council 21 – 81 11/21/2023
EXHIBIT 2
City Council 21 – 82 11/21/2023
City Council 21 – 83 11/21/2023
City Attorney Office
www.santa-ana.org/city-attorneys-office
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: Consultant Services Related to City Manager Recruitment

AGENDA TITLE
Approve Agreement with Jacob Green & Associates for Consultant Services Related to City Manager Recruitment (General Fund)

RECOMMENDED ACTION
Approve an agreement with Jacob Green & Associates for organizational and leadership development consulting services, including executive search services for recruitment for a permanent City Manager, for a term beginning November 21, 2023 and ending June 30, 2024 with one optional six-month extension, in an amount not to exceed $50,000 (Agreement No. 2023-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
Jacob Green & Associates is a government consulting firm specializing in organizational and leadership development, emergency management, and public safety. The firm also has extensive experience in executive search and recruitment services for government agencies. The company is located in Orange County.

Jacob Green, President & CEO, is a nationally recognized expert in leadership development and crisis management. Prior to starting his consulting firm, Mr. Green was a city executive and helped oversee 1,200 employees and a $500 million budget.

FISCAL IMPACT
Funds are available in the Human Resources contractual services account (account No. 01109051- 62300). Future fiscal year funding, if needed, will be included in the proposed FY 2024-25 budget for City Council consideration.

City Council 22 – 1 11/21/2023
Consultant Services Related to City Manager Recruitment November 21, 2023

EXHIBIT(S)

1. Professional Services Agreement
Submitted By: Ramon Figueroa, Acting Executive Director of Human Resources Sonia R. Carvalho, City Attorney
Approved By: Steven A. Mendoza, Acting City Manager
City Council 22 – 2 11/21/2023

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PROFESSIONAL SERVICES AGREEMENT WITH JACOB GREEN & ASSOCIATES THIS AGREEMENT is made and entered into on this 21st day of November, 2023 by and between Jacob Green & Associates Inc., a California corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). City and Consultant are also referred to as the Parties or singularly as a Party to this Agreement.

RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of organizational and leadership development including transition planning and executive staffing search services related to permanent City Manager recruitment.

B. Consultant represents that Consultant is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for Phase One from City, the total amount of $8,500.00 which includes all travel. There will be no cap on the number of meetings, discussions and correspondence. The rates and fees associated with Phase Two as set forth in Exhibit A will be mutually agreed upon by the City and Consultant in the event the Parties move forward with Phase Two. b. The total amount to be expended during the term of this Agreement shall not exceed $50,000.00.
c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

City Council 22 – 3 11/21/2023

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3. TERM
This Agreement shall commence on the date first written above and terminate on June 30, 2024, with the option for the City to grant one, six (6) month renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
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 subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor 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 provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

City Council 22 – 4 11/21/2023

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1. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

2. Professional Liability (Errors and Omissions): Insurance appropriate to the Contractor’s profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. This coverage requirement may be waived by the City’s Risk Management Division in its sole discretion.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The City Council 22 – 5 11/21/2023

#329647v1
policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all he requirements stated herein, and Consultant shall ensure that City is an additional insured on the insurance required from subcontractors.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable City Council 22 – 6 11/21/2023

#329647v1
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the City Council 22 – 7 11/21/2023

#329647v1
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

15. TERMINATION
This Agreement may be terminated by either Party upon thirty (30) days written notice of City Council 22 – 8 11/21/2023

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termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the City may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

City Council 22 – 9 11/21/2023

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To City:

Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-6515
To Contractor:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

Mr. Jacob Green
President & CEO
Jacob Green & Associates, Inc.
13217 Jamboree Road #248
Tustin, California 92782
City Council 22 – 10 11/21/2023

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Steven Mendoza
City Clerk Acting City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONSULTANT:

City Attorney
By:

Laura A. Rossini
Chief Assistant City Attorney (title)
Tax ID#
Jacob Green
President & CEO
City Council 22 – 11 11/21/2023

EXHIBIT A

SCOPE OF SERVICES
City Council 22 – 12 11/21/2023
Phase One
• Consultant will advise the City Council on City Management transition options and best practices;
• Consultant will coordinate and communicate with Interim City Manager throughout transition process.
• Consultant will meet with each council member individually to discuss councilmember needs and vision for a successful leadership transition.
• Consultant will meet with City Council in closed session to develop collective vision and recruitment approach for permanent City Manager recruitment.

Phase Two
• Permanent City Manager Recruitment- upon completion of Phase One and mutual agreement of the Parties.

City Council 22 – 13 11/21/2023
City Attorney’s Office
www.santa-ana.org/city-attorneys-office
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: Agreements and Amendments to Agreements for Legal Services

AGENDA TITLE
Approve Agreement for Legal Counsel Services and Approve a Separate Agreement for Special Services: Training and Consulting Services with Liebert Cassidy Whitmore (LCW); Approve Amendment to Agreement with Richards Watson & Gerson APC for Legal Services; Approve Agreement with Ring Bender for Legal Services; and Approve Agreement with Goldfarb & Lipman LLP for Legal Services (General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager to execute an Agreement with LCW to provide special legal counsel services for an amount not to exceed $300,000 for a term beginning November 21, 2023 and ending December 31, 2026 with one optional one-year extension, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX).

2. Authorize the City Manager to execute a separate Agreement for Special Services with LCW to provide training and consulting services as a member of the Orange County Employment Relations Committee, renewable annually, in an amount not to exceed $5,000 plus a 5% annual increase, per year, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023- XXX).

3. Authorize the City Manager to execute a first amendment to an agreement with the law firm of Richards Watson & Gershon APC (RWG) for legal services for municipal advisory and litigation services including, but not limited to, elections work and employment matters, for the period of June 1, 2020 until May 31, 2024, in an amount not to exceed $300,000 for a total amount not to exceed $550,000, subject to nonsubstantive changes approved by the City Manager and the City Attorney (Agreement No. 2023-XXX).

4. Authorize the City Manager to execute a legal services agreement with the law firm of Ring Bender LLP for municipal litigation services, including but not limited to City Council 23 – 1 11/21/2023
Agreements and Amendments to Agreements for Legal Services November 21, 2023

litigation regarding AC 2525 Main v. City of Santa Ana, for the period of November 21, 2023 to June 30, 2026, with an option to extend for up to one year, in an amount not to exceed $500,000, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX).

5. Authorize the City Manager to execute a legal services agreement with the law firm of Goldfarb & Lipman LLP for municipal advisory and litigation services, including but not limited to, defending the City in litigation challenging the Rent Stabilization and Just Cause Eviction Ordinance, housing, affordable housing, fair housing, rent stabilization, land use, and real property issues for the period of November 21, 2023 to November 30, 2026, with an option to extend for up to one year, in an amount not to exceed $500,000, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
Liebert Cassidy & Whitmore
The City has had a contractual relationship with LCW for special legal counsel services, primarily in the area of labor relations, labor negotiations, and representing the City in administrative hearings before the Public Employment Relations Board. This Agreement will provide the Human Resources Department with the resources necessary to efficiently meet the specialized legal needs of the City, on an as-needed basis. LCW has specialized experience and expert knowledge in the fields of employment and labor law matters. The Agreement is for an amount not to exceed $300,000 for a term beginning November 21, 2023 and ending December 31, 2026 with one optional oneyear extension.

The City has been a member of the Orange County Employment Relations Consortium for several years. This membership has an annual fee of less than $5,000 and provides the City with group training workshops, monthly newsletters covering employment relations developments, and annual access to LCW library services. This Agreement expires on December 31, 2023. However, the Human Resources Department is seeking approval to execute an agreement to renew the membership for another year through December 31, 2024, for a total amount not to exceed $5,000. If the membership is renewed at the end of each agreement term, the total annual fee will increase by 5% annually.

Staff recommends approval of the agreements to provide the special legal and training/consulting services in an efficient manner, on an as-needed basis by the City.

The two Agreement do not guarantee work for LCW.

City Council 23 – 2 11/21/2023
Agreements and Amendments to Agreements for Legal Services November 21, 2023

Richards Watson & Gershon APC
On June 1, 2020, the City Attorney's Office engaged RWG for specialized municipal litigation and advisory services and for overflow work when necessary. In particular, the City Attorney's Office has utilized RWG for elections matters. The City exercised its option to extend the term of the Agreement to continue services until May 31, 2024 and now seeks approval to add $300,000 in funds to the agreement for a total not to exceed amount of $550,000. RWG currently represents the City in ongoing litigation brought by Share Our Selves Corporation in federal court challenging the validity of a zoning ordinance adopted by the City.

The law firm of Richards, Watson & Gershon is a well-regarded municipal law firm specializing in general municipal law services and litigation.

Ring Bender LLP
The legal services agreement with Ring Bender LLP is set at a not-to-exceed amount of $500,000 for the term of November 21, 2023 to June 30, 2026 for municipal litigation services, including but not limited to litigation regarding AC 2525 Main, LLC v City of Santa Ana. Ring Bender has successfully represented the City in prior engagements with the City Attorney’s Office (CAO) and its attorneys have a long history of representing municipal entities on a wide range of matters and litigation including on environmental, land use, water rights, governance, contractual, Section 1983 claims, and employment issues.

Goldfarb & Lipman LLP
The legal services agreement with Goldfarb & Lipman LLP is set at a not-to-exceed amount of $500,000 for the term of November 21, 2023 to November 20, 2026 for municipal advisory and litigation services including defending the City in litigation involving challenges to the City’s Rent Stabilization and Just Cause Eviction Ordinance.

Legal services provided by this firm focus on serving public entities with a positive community impact through affordable housing and community economic development.

Its range of services will provide CAO access to a firm with decades of experience in housing, affordable housing, fair housing, rent stabilization, land use, and real property.

FISCAL IMPACT
Liebert Cassidy & Whitmore
The estimated expenditures below are strictly approximations; contract authority may be paid in its entirety during any given fiscal year, expended throughout the term of the contract, or not spent at all. Moreover, any contract services and associated expenditures are subject to available funding in the Human Resources Department budget. Funds for the Special and Legal Services Agreement are budgeted and available in the Human Resources Services, Contract Services-Professional account (no. 01109051 – 62300) for FY2023-24. Future fiscal year funding will be included in the proposed budgets for City Council consideration.

City Council 23 – 3 11/21/2023
Agreements and Amendments to Agreements for Legal Services November 21, 2023

Fiscal Year Amount
2023-24 $100,000
2024-25 $100,000
2025-26 $100,000
Total $300,000
Funds for the Agreement for Special Services are budgeted and available in the Human Resources Services, Training account (no. 01109050 – 62120) for FY2023-24 and will be budgeted on an ongoing basis. This initial agreement is not to exceed $5,000 plus a 5% annual increase, per year.

Richards Watson & Gershon APC
Specialized legal services during the remainder of the term for this Agreement, fiscal year 2023-24, will be paid out of the General Non-Departmental Contractual Services (Account No. 01105015-62300)** funds.

Ring Bender LLP
Funds are available in the General Non -Departmental fund contractual services (Account No. 01105015- 62300)** and will be budgeted in future fiscal years as follows.

Future fiscal year funding will be included in the proposed budgets for City Council consideration.

Fiscal Year Amount
2023-24 $200,000
2024-25 $150,000
2025-26 $150,000
Total $500,000
Goldfarb & Lipman LLP
Funds are available in the General Non -Departmental fund contractual services (Account No. 01105015- 62300)** and will be budgeted in future fiscal years as follows.

Future fiscal year funding will be included in the proposed budgets for City Council consideration.

Fiscal Year Amount
2023-24 $200,000
2024-25 $150,000
2025-26 $150,000
Total $500,000
Note: The FY 2023-24 budget includes $600,000 for litigation in the non-departmental section of the General Fund budget. This is enough to get started with these contracts.

However, staff expects to need additional funding. The Finance Department intends to City Council 23 – 4 11/21/2023
Agreements and Amendments to Agreements for Legal Services November 21, 2023

bring forward a staff report with recommended budget adjustments no later than the Mid-Year Budget Report currently scheduled for the second meeting in February.

EXHIBIT(S)

1. Legal Services Agreement with Liebert Cassidy Whitmore

2. Agreement for Special Services (Orange County Employment Relations Consortium) with Liebert Cassidy Whitmore

3. First Amendment to Agreement with Richards Watson & Gershon APC

4. Agreement for Legal Services with Ring Bender LLP

5. Agreement for Legal Services with Goldfarb & Lipman LLP Submitted By: Sonia Carvalho, City Attorney
Approved By: Steven A. Mendoza, Acting City Manager
City Council 23 – 5 11/21/2023
City Council 23 – 6 11/21/2023
City Council 23 – 7 11/21/2023
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City Council 23 – 11 11/21/2023
City Council 23 – 12 11/21/2023
City Council 23 – 13 11/21/2023
City Council 23 – 14 11/21/2023
City Council 23 – 15 11/21/2023
See attached signature page
City Council 23 – 16 11/21/2023
ATTEST: CITY OF SANTA ANA
________________________ _________________________

JENNIFER HALL KRISTINE RIDGE
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By: _______________________
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
________________________________

JASON MOTSICK
Executive Director
Human Resources Agency
City Council 23 – 17 11/21/2023

FIRST AMENDMENT TO LEGAL SERVICES AGREEMENT WITH

RICHARDS WATSON & GERSHON APC
THIS FIRST AMENDMENT to the above-referenced agreement is entered into on November 21, 2023, by and between Richards Watson & Gershon, a California professional corporation (“Attorneys”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

Collectively City and Attorneys are also referred to as “the Parties”.

RECITALS
A. The Parties entered into Agreement No. A-2020-081 (“Agreement”) on April 21, 2020, to provide legal services to the City, for general municipal law advisory and litigation matters including, but not limited to, election and employment-related matters.

B. On May 16, 2023, the Parties exercised their option to extend the Agreement for an additional one-year period until May 31, 2024. The Agreement is current and in-effect.

C. The parties now wish to amend the Agreement to increase the overall compensation to the Agreement. No other changes are contemplated by this First Amendment.

The Parties therefore agree:

1. Section 2.a., Compensation, is hereby amended to increase the total compensation by three hundred thousand dollars ($300,000). The total compensation amount for this Agreement shall not exceed five hundred and fifty thousand dollars ($550,000).

2. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.

ATTEST:
____________________________
Jennifer L. Hall
City Clerk

APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
____________________________
Laura A. Rossini
Chief Assistant City Attorney

CITY OF SANTA ANA
_________________________________
Steven Mendoza
Acting City Manager

RICHARDS WATSON & GERSHON APC
________________________________
Saskia T. Asamura, Esq.

Shareholder
City Council 23 – 18 11/21/2023
1 LEGAL SERVICES AGREEMENT WITH

RING BENDER LLP
This AGREEMENT is made and entered into on this 21st day of November, 2023, by and between Ring Bender LLP (“Attorneys”), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ("City”).

RECITALS

A. The City of Santa Ana and the City Attorney desires to employ Attorneys to assist the inhouse attorneys for the City (“City Attorney”) in the provision of legal services to the City.

B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal litigation.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion of the City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with litigation. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter.

2. COMPENSATION FOR SERVICES RENDERED
a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for allservices for the foregoing services and at rates detailed in Exhibit A, attached hereto and incorporated by reference. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement for attorney’s fees and out of pocket expenses, shall not exceed five hundred thousand dollars ($500,000), including any extension period.
c. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal research costs related to a complex legal matter or assignment, if pre-approved in writing by the City Attorney. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek reimbursement from the City. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. Automobile travel will City Council 23 – 19 11/21/2023
2 be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense.

All expenses must have supporting documentation submitted with the invoice.

3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys’ discretion, they may choose to defer payment.

Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred.

4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement.

5. REPORTING REQUIREMENTS
a. Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed of significant events in the Actions, including but not limited to trial/hearing date, party deposition dates, filing of motions for summary judgment or other significant motions, hearing date for motion for summary judgment or other significant motions, settlement conference date, and mediation date. b. For litigated matters, Attorneys also agree to provide the following reports:
1) 45 day initial evaluation of case and budget;
2) Periodic status updates re important depositions, expert witness designation, expert witness depositions, pertinent discovery issues; and 3) Pre-trial report 90 days before trial.
c. For advisory matters, Attorneys shall provide periodic status updates not less than every 30 days and more often if, in the Attorney’s professional experience it is necessary.

6. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2026, unless terminated earlier pursuant to Section 15 below. The term of this City Council 23 – 20 11/21/2023
3 Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney.

7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City.

8. INSURANCE Attorneys shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Attorneys, its agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
• Professional Liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.

If the Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Attorneys. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Attorneys including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Attorneys’ insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Attorneys’ insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Attorneys’ insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

City Council 23 – 21 11/21/2023
4 Waiver of Subrogation
Attorneys hereby grant to City a waiver of any right to subrogation which any insurer of said Attorneys may acquire against the City by virtue of the payment of any loss under such insurance.

Attorneys agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Attorneys must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

Verification of Coverage
Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorneys’ obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances..

9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, City Council 23 – 22 11/21/2023
5 restitution, judicial or equitable relief to the extent caused by Attorneys’ negligent or wrongful performance or conduct related to this Agreement.

10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City’s prior written approval.

Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys‘ retention under this Agreement, shall be marked as “PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT” and shall be the property of the City Attorney’s Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement.

12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Facsimile (714) 647-6956
Courtesy Copy: City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647-6515

City Council 23 – 23 11/21/2023
6 To Attorneys: Ring Bender LLP
Attn: Kit Bobko, Partner
3150 Bristol Street
Suite 220
Costa Mesa, CA 92626
A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein.

14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City.

15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date.

Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in in the Actions.

City Council 23 – 24 11/21/2023
7 16. NON-DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

17. JURISDICTION – VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original.

Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement.

20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees of success regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys’ opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter.
[signature page to follow]
City Council 23 – 25 11/21/2023
City Council 23 – 26 11/21/2023
8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

ATTEST:

_________________________
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By: _________________________
Sandra M. Flores
Acting Chief Assistant City Attorney

CITY OF SANTA ANA
____________________________
Steven Mendoza
Acting City Manager

RING BENDER LLP
______________________________
By:

Title:

City Council 23 – 27 11/21/2023

PROPOSED RATES
(November 3, 2023)
MATTER: AC 2525 Main, LLC v. Santa Ana
DEPOSIT: N/A
HOURLY RATES:

Patrick K. Bobko $400 per hour
Norman A. Dupont $400 per hour
Jay A. Tufano $400 per hour
Sage Ertman, Associate $315 per hour
Natasha Gonzales, Paralegal $205 per hour
Other Paralegals $175 to $235 per hour
Contract Attorneys $325 to $355 per hour
Clerical $95 per hour
Law Clerks (new hires) $110 per hour
City Council 23 – 28 11/21/2023

LEGAL SERVICES AGREEMENT WITH

GOLDFARB & LIPMAN LLP
This AGREEMENT is made and entered into on this 21st day ofNovember, 2023, by and between Goldfarb & Lipman LLP ("Attorneys"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws ofthe State ofCalifornia ("City").

RECITALS
A. The City of Santa Ana and the City Attorney desires to employ Attorneys to assist the inhouse attorneys for the City ("City Attorney") in the provision oflegal services to the City.

B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of municipal advisory and litigation, specifically litigation regarding housing, affordable housing, land use, fair housing, rent stabilization, real property, and real estate development.

NOW THEREFORE, in consideration ofthe mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree· as follows:
l. RETENTION OF ATTORNEYS On an as-needed basis, and at the sole discretion ofthe City, City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney with municipal advisory and litigation, specifically litigation regarding housing, affordable housing, land use, fair housing, rent stabilization, real property and real estate development. Attorneys accept said retention and agree to perform, in a timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e-mail or letter.

2. COMPENSATION FOR SERVICES RENDERED
a. City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all services for the foregoing services, Partners will be billed at the hourly rate of $350.00 - $365.00 for Partner, $345.00 - $365.00 for Senior Counsel, $210.00 - $345.00 for Associate, $195.00 for Senior Law Clerk, $180.00 for Law Clerk, $210.00 for Litigation Project Coordinator, and $180.00 for Project Coordinator. Time will be billed in 1/10th of an hour increments. b. The total sum to be expended under this Agreement for attorney's fees and out of pocket expenses, shall not exceed five hundred thousand dollars ($500,000), including any extension period.
c. City agrees to reimburse Attorneys for out-of-pocket expenses, including but not limited to, mileage, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. In-house printing, copying, and reproduction charges will be reimbursed at the rate of 20 cents per page. The City will not reimburse Attorneys for Lexis, Westlaw or other paid legal research subscription services for ordinary legal research. However, the City will reimburse Attorneys for extraordinary legal City Council 23 – 29 11/21/2023
research costs related to a complex legal matter or assignment, if pre-approved in writing by the City Attorney. The City will not reimburse Attorneys for ordinary document management systems used for discovery purposes unless such technology is deemed necessary by the City Attorney and if pre-approved in writing by City Attorney. Attorneys agree to directly pay for vendors, consultants, or experts, and then seek reimbursement from the City. Attorneys agree to seek authorization from City Attorney before retaining experts and consultants. Automobile travel will be reimbursed at the standard mileage rate in effect at the time of billing by the Internal Revenue Service. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense.

All expenses must have supporting documentation submitted with the invoice.

3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number ofhours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc.). City acknowledges that the fees incurred for work performed by Attorneys on its behalf are due and owing within 30 days of the work being performed. At Attorneys' discretion, they may choose to defer payment.

Notwithstanding this, City agrees that it shall tender payment within 30 days of written demand by Attorneys for payment. Unless expressly stated thereon, monthly statements generated by Attorneys shall not constitute written demand, but shall simply be a written reflection of work performed and fees incurred.

4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction ofsaid City Attorney at all stages, and that they shall at all times keep the City Attorney informed ofall matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matteror proceedingin which they represented the City pursuant to this Agreement.

5. REPORTING REQUIREMENTS
a. Attorneys agree to keep the City Attorney, and any other person(s) designated by the City Attorney, informed ofsignificant events in the Actions, including but not limited to trial/hearing date, party deposition dates, filing of motions for summary judgment or other significant motions, hearing date for motion for summaryjudgment or other significant motions, settlement conference date, and mediation date. b. For litigated matters, Attorneys also agree to provide the following reports:
1) 45 day initial evaluation of case and budget;
2) Periodic status updates re important depositions, expert witness designation, expert witness depositions, pertinent discovery issues; and 3) Pre-trial report 90 days before trial.
2 City Council 23 – 30 11/21/2023
c. For advisory matters, Attorneys shall provide periodic status updates not less than every 30 days and more often if, in the Attorney's professional experience it is necessary.

6. TERM The term of this Agreement shall commence on the date first written above and terminate on November 20, 2026, unless terminated earlier pursuant to Section 15 below. The term ofthis Agreement may be extended for up to one (1) year upon a writing executed by both parties, including the City Manager and the City Attorney.

7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance oftheir covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees ofCity.

8. INSURANCE Attorneys shall procure and maintain for the duration of the contract insurance against claims forinjuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Attorneys, its agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
• Professional Liability applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.

Ifthe Attorneys maintain broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Attorneys. Any available insurance proceeds in excess ofthe specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

AdditionalInsured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf ofthe Attorneys including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Attorneys' insurance (at least as broad as ISO Form CG 20 10 11 85 or ifnotavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).

Primary Coverage
For any claims related to this contract, the Attorneys' insurance coverage shall be primary coverage at least as broad as ISO CG 20 O 1 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, 3 City Council 23 – 31 11/21/2023
officials, employees, or volunteers shall be excess of the Attorneys' msurance and shall not contribute with it.

Notice ofCancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver ofSubrogation
Attorneys hereby grant to City a waiver of any right to subrogation which any insurer of said Attorneys may acquire against the City by virtue ofthe payment of any loss under such insurance.

Attorneys agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless ofwhether or not the City has received a waiver ofsubrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Attorneys to purchase coverage with a lower retention or provide proofof ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Acceptability ofInsurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating ofno less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any ofthe required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date ofthe contract or the beginning of contract work.

2. Insurance must be maintained and evidence ofinsurance must be provided for at leastfive (5) years after completion ofthe contract ofwork.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policyform with a Retroactive Date prior to the contract effective date, the Attorneys must purchase "extended reporting" coverage for a minimum offive (5) years after completion of contract work.

Verification ofCoverage
Attorneys shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies ofthe applicable policy language effecting coverage required by this clause) and a copy ofthe Declarations and Endorsement Page ofthe CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Attorneys' obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 4 City Council 23 – 32 11/21/2023
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature ofthe risk, prior experience, insurer, coverage, or other special circumstances.

9. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful perfonnance or conduct related to this Agreement.
1 O. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work perfonned by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval.

Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as PRIVILEGED AND CONFIDENTIAL I ATTORNEY-WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request ofthe City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault ofthe Attorneys, disclosed in a publicly available source; (c) is in rightful possession ofthe Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance ofservices specified under this Agreement.

12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Facsimile (714) 647-6956
5 City Council 23 – 33 11/21/2023
Courtesy Copy:

To Attorneys:

City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile (714) 647-6515
Goldfarb & Lipman LLP
Attn: Karen M. Tiedemann, Partner
1300 Clay Street, Eleventh Floor
City Center Plaza
Oakland, CA 94612
A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms ofthis Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein.

14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any ofthe services which are the subject ofthis Agreement performed by City personnel or by other Attorneys retained by City.

15. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt ofsuch notice oftermination. As a condition ofsuch payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date.
6 City Council 23 – 34 11/21/2023
Attorneys may terminate this agreement, subject to their obligation to provide written reasonable notice of at least thirty (30) days to arrange alternative representation. In such case, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution ofthe new counsel as counsel ofrecord in in the Actions.

16. NON-DISCRIMINATION Attorneys shall not discriminate because ofrace, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws andregulations.

17. JURISDICTION- VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, and enforcement of any ofthe clauses ofthis Agreement shall be determined and governed by the laws ofthe State of Califomia. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ofthis Agreement.

18. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms ofthis Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

19. COUNTERPARTS; SIGNATURES This Agreement may be executed in counterparts, secured via facsimile transmission or otherwise, each of which shall be deemed to be an original.

Photocopies of any executed counterpart shall have the same force and effect as an original. City further acknowledges that it has read and received a copy the full text Section 6148 of the California Business and Professions Code prior to signing this Agreement.

20. NO GUARANTEES City understands and acknowledges that there are certain risks and uncertainties in the pursuit of any matter for which Attorneys have been retained, that law is not an exact science, that Attorneys have made no representations or guarantees ofsuccess regarding the conclusion of any particular matter, and that all expressions relative thereto are matters of Attorneys' opinion only. In other words, Attorneys make no representations or guarantees of success regarding any matter.
[signature page to follow]
7 City Council 23 – 35 11/21/2023
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

I
1 ATTEST:

Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
o,da»a. A k.Asini
Laura A. Rossini
ChiefAssistant City Attorney
8 CITY OF SANTA ANA
Steven Mendoza
Acting City Manager

GOLDFARB & LIPMAN, LLP
---- -
City Council 23 – 36 11/21/2023
Information Technology Department
www.santa-ana.org/information-technology
Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: Wireless Communications Technology Upgrade

AGENDA TITLE
Award a Purchase Order to Vector Resources, Inc. and approve an agreement with Hewlett Packard Enterprise Company for Aruba wireless communication technology hardware and services in a total not to exceed amount of $555,407 (Specification No. 23-145) (Non-General Fund) (Revive Santa Ana Program)

RECOMMENDED ACTION

1. Authorize a one-time purchase and payment of Purchase Order to Vector Resources, Inc. for Aruba wireless communication technology hardware and services in an amount not to exceed $482,962, plus a 15% contingency of $72,445, for a total not to exceed amount of $555,407, subject to non-substantive changes approved by the City Manager and City Attorney.

2. Authorize the City Manager to execute an agreement with Hewlett Packard Enterprise Company for HPE’s Aruba High Touch Services. Vector Resources, Inc. is an authorized indirect reseller of Hewlett Packard Enterprise Company.

Funding for HPE’s Aruba High Touch Services will be issued to Vector Resources, Inc. There is no fiscal impact directly associated with Hewlett Packard Enterprise Company (Agreement No. 2023-XXX).

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
On January 21, 2014, the City of Santa Ana’s Information Technology Department implemented a wireless communications initiative to provide free public Wi-Fi and wireless internet services to 23 City facilities including Santa Ana City Hall, Santa Ana Public Libraries, parks, and various City facilities throughout Santa Ana. City employees utilize the wireless infrastructure to connect from within any City facility to perform their job duties and communicate with staff and citizens. After nearly 10 years of useful life, and significant technological improvements since that time, staff is recommending that the network equipment be upgraded.

City Council 24 – 1 11/21/2023
Wireless Communications Technology Upgrade
November 21, 2023

On November 11, 2022, the City entered into an agreement with Vector Resources, Inc. to perform a comprehensive passive wireless site survey, with signal analysis to achieve a detailed evaluation of the City’s existing wireless network. The City’s primary goal was to conduct a passive wireless site survey to gain an in-depth understanding of the City’s current wireless signal coverage and discover signal interference sources due to the increase in network-attached devices across the City over the past few years.

The wireless communications technology upgrade will give the City the ability to increase both the number of devices that can connect to the wireless network concurrently and the range for these devices to establish a connection. It will also help to decrease the “dead zones” or areas of poor signal strength. Since the wireless network equipment also provides guest access to citizens, businesses, contractors, and others at City facilities, this network upgrade will benefit those individuals as well. One of the projects in the American Rescue Plan Act (ARPA) spending plan included funding for Information Technology & Process improvements. Approximately 40% of the scope of this project qualifies as part of this project.

Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The NASPO ValuePoint contract with Hewlett Packard Enterprise Company for HPE’s Aruba High Touch Services (Contract No. AR3228) was awarded as a result of open, competitive bidding (#SK18001), and is in accordance with the City’s Purchasing Guidelines.

The wireless communications initiative directly supports the City’s goal of digital equality, economic development and will improve City processes, making it easier for citizens to navigate the labyrinth of official forms used to conduct City business.

FISCAL IMPACT
Funding is available in the Information Technology Projects accounting unit 10920149 and 181200013 for FY 2023-24. The following table is an estimate of the account distribution by fiscal year. However, the actual distribution amounts and fiscal year may vary based on the timing of the implementation. Any remaining balances not expended at the end of the fiscal year will be carried forward to the following fiscal year.

Fiscal
Year
Accounting
Unit –
Account
Fund
Description
Accounting Unit,
Account Description
Amount
FY 23-24 10920149-66400 Information
Technology
IT Projects, Machinery
& Equipment
$376,492.70
FY 23-24 18120013-66400--
22138501300
American
Rescue Pan
Act (ARPA)
ARPA – IT, Machinery
& Equipment
$178,914.30
City Council 24 – 2 11/21/2023
Wireless Communications Technology Upgrade
November 21, 2023

EXHIBIT(S)

1. NASPO ValuePoint Agreement #AR3228

2. HPE Agreement
Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Steven A. Mendoza, Acting City Manager
City Council 24 – 3 11/21/2023
Internal Contract Tracking #: Solicitation #: SK18001 Vendor #: VC195597 Contract #: AR3228

STATE OF UTAH COOPERATIVE CONTRACT

1. CONTRACTING PARTIES: This contract is between the Utah Division of Purchasing and the following Contractor:

Hewlett Packard Enterprise Company
Name
14231 Tandem Blvd.

Street Address
Austin TX 78728
City State Zip
Vendor # VC195597 Commodity Code #: 920-05 Legal Status of Contractor: Corporation Contact Name: Nancy Schwarz Phone Number: 480-636-0267 Email: [email protected]

2. CONTRACT PORTFOLIO NAME: Data Communications Products and Services.

3. GENERAL PURPOSE OF CONTRACT: Provide Data Communications Products and Services for the Award Categories provided in Attachment B – Scope of Work..

4. PROCUREMENT: This contract is entered into as a result of the procurement process on FY2018, Solicitation# SK18001

5. CONTRACT PERIOD: Effective Date: Tuesday, October 01, 2019. Termination Date: Monday, September 30, 2024 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal Options: Two (2) one year renewal options.

6. Administrative Fee (if any): Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) of contract sales no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on sales of the Services

7. Prompt Payment Discount Details (if any): N/A.

8. ATTACHMENT A: NASPO ValuePoint Master Terms and Conditions ATTACHMENT B: Scope Awarded to Contractor
ATTACHMENT C: Pricing Discounts and Value Added Services ATTACHMENT D: State and Local Government and Education Customer Return Policy; EULA Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A.

9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:
a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract. b. Utah Procurement Code, Procurement Rules, and Contractor’s response to solicitation # SK18001.

10. Each signatory below represents that he or she has the requisite authority to enter into this contract.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract shall be the date provided within Section 5 above.

CONTRACTOR DIVISION OF PURCHASING
Contractor's signature Date Director, Division of Purchasing Date Type or Print Name and Title
Chris Backs (Jul 31, 2019)
Chris Backs
Contract Negotiator Jul 31, 2019 Chris Backs Jul 31, 2019 City Council 24 – 4 11/21/2023
Attachment A: Page 1 of 31
Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions

1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) A Participating Entity’s Participating Addendum (“PA”); (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement, including a Service Level Agreement;
(4) The Solicitation; and
(5) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State.
b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to those terms in this Section.

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

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

Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with a Participating Entity or Purchasing Entity, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with a Participating Entity or Purchasing Entity, in the course of using and configuring the Services provided under this Agreement.

Data Breach means any actual non-authorized access to or acquisition of computerized Non-Public Data or Personal Data that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the ability of Purchasing Entity to Note: sections negotiated 2, 8, 13, 14, 15, 16,
17, 18, 19, 20, 24, 25, 28, 29, 30, 32, 34, 35,
36, 39, 42, 45, 46, 47, 48, 49, 50, and 51.

City Council 24 – 5 11/21/2023
Attachment A: Page 2 of 31
access the Non-Public Data or Personal Data.

Disabling Code means computer instructions or programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the Purchasing Entity’s’ software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any other system with which it is capable of communicating.

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

Fulfillment Partner means a third-party contractor qualified and authorized by Contractor, and approved by the Participating State under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master Agreement and billing Customers directly for such Services. Contractor may, upon written notice to the Participating State, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions.

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

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

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended.

NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and City Council 24 – 6 11/21/2023
Attachment A: Page 3 of 31
receiving reports as well as other contract administration functions as assigned by the Lead State.

Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. The accepted order may include any supporting materials which the parties identify as incorporated either by attachment or reference (“Supporting Materials”). Supporting Materials may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, supplementary terms, policies, and statements of work (SOWs), published warranties and service level agreements, and may be available to Participating Entity in hard copy or by accessing a designated Contractor website.

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

Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum.

Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate.

Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum.

Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information (PHI) relating to a person.

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

Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

City Council 24 – 7 11/21/2023
Attachment A: Page 4 of 31
Services mean any of the specifications described in the Scope of Services that are supplied or created by the Contractor pursuant to this Master Agreement.

Security Incident means the possible or actual unauthorized access to a Purchasing Entity’s Non-Public Data and Personal Data the Contractor believes could reasonably result in the use, disclosure or theft of a Purchasing Entity’s Non-Public Data within the possession or control of the Contractor. A Security Incident also includes a major security breach to the Contractor’s system, regardless if Contractor is aware of unauthorized access to a Purchasing Entity’s Non-Public Data. A Security Incident may or may not turn into a Data Breach.

Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum unless otherwise expressly agreed in writing between the Purchasing Entity and the Contractor. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5) an explanation of how remedies or credits are calculated and issued.

Solicitation means the documents used by the State of Utah, as the Lead State, to obtain Contractor’s Proposal.

Statement of Work means a written statement in a solicitation document or contract that describes the Purchasing Entity’s service needs and expectations.

NASPO ValuePoint Program Provisions

3. Term of the Master Agreement
a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be extended beyond the original contract period for two (2) additional years at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. b. The Master Agreement may be extended for a reasonable period of time, not to exceed six months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

City Council 24 – 8 11/21/2023
Attachment A: Page 5 of 31

5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; City Council 24 – 9 11/21/2023
Attachment A: Page 6 of 31
Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. g. Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

City Council 24 – 10 11/21/2023
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7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required.

Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation.

Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment H.

c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues.

NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media City Council 24 – 11 11/21/2023
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containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel.

Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the participating state. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option. d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, terminate the Master Agreement pursuant to section 28, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Termination based on nonuse or under-utilization will not occur sooner than two years after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to terminate the Master Agreement pursuant to section 28 or to terminate for default pursuant to section 30.

City Council 24 – 12 11/21/2023
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9. NASPO ValuePoint eMarket Center
a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint’s customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide customers information regarding the Contractors website and ordering information. The Contractor is required at a minimum to participate in the eMarket Center through Ordering Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply.

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

11. Price and Rate Guarantee Period
All pricing must be guaranteed for the first year of the Master Agreement.

Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period.

Requests for price increases must include sufficient documentation supporting the City Council 24 – 13 11/21/2023
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request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturers national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published commercial price list.

No retroactive price increases will be allowed.

Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM’s published commercial price list, including renewal options, the Lead State shall be notified immediately. All published commercial price list price reductions shall be effective upon the notification provided to the Lead State.

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

Administration of Orders

13. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the City Council 24 – 14 11/21/2023
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Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document compliant with the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The service description or supplies being delivered; (2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative;
(5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
(6) A ceiling amount of the order for services being ordered; (7) The Master Agreement identifier; and
(8) Statement of Work, when applicable.
g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Maintenance agreements may have terms as prescribed in section 27. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by City Council 24 – 15 11/21/2023
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the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
b. All deliveries will be delivery to Order “ship to location” which may be a loading dock, front lobby, or reception area, unless otherwise agreed specific delivery instructions are noted on the order form or Purchase Order. In the event insider delivery is agreed upon in the Order, any damage to the building interior, scratched walls, damage to the freight elevator, etc., directly cause by Contractor will be the responsibility of the Contractor. If such damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number.

15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

Participating Entity is responsible for complying with applicable laws and regulations, including but not limited to, obtaining any required export or import authorizations if Purchasing Entity exports, imports or otherwise transfers products or deliverables provided under this Master Agreement.

16. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. Acceptance of Products occurs upon delivery, and applies to all Product(s) (hardware and software) purchased under this Master Agreement, including any additional, replacement or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Participating Entity. c. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other City Council 24 – 16 11/21/2023
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authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use, with repair or replacement subject to manufacturer’s warranty. Return of Product is subject to the HPE State and Local Government and Education Customer Return Policy. d. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. e. The warranty period shall begin upon Acceptance.

17. Payment
Payment after Acceptance is normally made within 30 days following the date the order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

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

18. Warranty
Warranty provisions govern where specified elsewhere in the documents that constitute the Master Agreement; otherwise this section governs. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Purchasing Entity has relied on the Contractor’s skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of significant defects in material and workmanship. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential City Council 24 – 17 11/21/2023
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purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

Product performance. All HPE-branded hardware products are covered by HPE’s limited warranty statements that are provided with the Products or otherwise made available. Hardware warranties begin on the date of delivery or if applicable, upon completion of HPE installation, or (where Customer delays HPE installation) at the latest 30 days from the date of delivery. Non-HPE branded products receive warranty coverage as provided by the relevant third party supplier.

Software performance. HPE warrants that its branded software products will conform materially to their specifications and be free of malware at the time of delivery. HPE warranties for software product will begin on the date of delivery and unless otherwise specified in Supporting Material, will last for ninety (90) days. HPE does not warrant that the operation of software products will be uninterrupted or error free or that software products will operate in hardware and software combinations other than as authorized by HPE in Supporting Material.

Services performance. Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such service concerns and HPE will re-perform any service that fails to meet this standard.

Services with Deliverables. If Supporting Material for services define specific deliverables, HPE warrants those deliverables will conform materially to their written specifications for 30 days following delivery. If Customer notifies HPE of such a nonconformity during the 30 day period, HPE will promptly remedy the impacted deliverables or refund to Customer the fees paid for those deliverables and Customer will return those deliverables to HPE.

Product Warranty Claims. When Contractor receives a valid warranty claim for an HPE hardware or software product, HPE will either repair the relevant defect or replace the product. If HPE is unable to complete the repair or replace the product within a reasonable time, Customer will be entitled to a full refund upon the prompt return of the product to HPE (if hardware) or upon written confirmation by Customer that the relevant software product has been destroyed or permanently disabled. HPE will pay for shipment of repaired or replaced products to Customer and Customer will be responsible for return shipment of the product to HPE.

Eligibility. HPE’s service, support and warranty commitments do not cover claims resulting from:

1. improper use, site preparation, or site or environmental conditions or other noncompliance with applicable Supporting Material; City Council 24 – 18 11/21/2023
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2. Modifications or improper system maintenance or calibration not performed by HPE or authorized by HPE;

3. failure or functional limitations of any non-HPE software or product impacting systems receiving HPE support or service;

4. malware (e.g. virus, worm, etc.) not introduced by HPE; or

5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond HPE’s control.

Remedies. This Agreement states all remedies for warranty claims. To the extent permitted by law, HPE disclaims all other warranties.

19. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, subject to Contractor’s approval, the Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee, unless otherwise specified by Contractor.

20. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce for Purchasing Entity’s own use, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The license shall be subject to owner and 3rd party rights in the Pre-existing Intellectual Property.

21. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no representation, warranty or condition as to the nature, timing, quality, quantity or volume of business for the Services or any other products and services that the Contractor may realize from this Master Agreement, or the compensation that may be earned by the Contractor by offering the Services. The Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this Master Agreement as to all the foregoing matters.

22. Purchasing Entity Data: Purchasing Entity retains full right and title to Data provided by it and any Data derived therefrom, including metadata.

Contractor shall not collect, access, or use user-specific Purchasing Entity Data except City Council 24 – 19 11/21/2023
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as strictly necessary to provide Service to the Purchasing Entity. No information regarding Purchasing Entity’s use of the Service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. The obligation shall extend beyond the term of this Master Agreement in perpetuity.

Contractor shall not use any information collected in connection with this Master Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its obligations under this Master Agreement.

23. System Failure or Damage: In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity.

24. Title to Product: If access to the Product requires an application program interface (API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license to use the API, unless otherwise subject to license restrictions and fees. No transfer of ownership of any intellectual property will occur under this Master Agreement.

Purchasing Entity grants Contractor a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for Contractor and its designees to perform the ordered Services. If deliverables are created by Contractor specifically for Purchasing Entity and identified as such in Supporting Material, Contractor hereby grants Purchasing Entity a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies of the deliverables internally.

25. Data Privacy: The Contractor must comply with all applicable laws related to data privacy and security, including IRS Pub 1075, as identified in the Order. Prior to entering into a SLA with a Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a meeting to determine the Data Categorization to determine what data the Contractor will hold, store, or process and determine whether the security provided meets the Purchasing Entity’s legal obligations. The Contractor must document the Data Categorization in the SLA or Statement of Work or Order.

Contractor is not responsible for viruses or malware introduced by Purchasing Entity or an end user. Purchasing Entity may not use the Services in ways that would impose additional regulatory or other legal obligations on Contractor unless the parties have expressly agreed to do so in writing.

26. Transition Assistance:
a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be delivered under this Master Agreement, including without limitation any successor service provider to whom a Purchasing Entity’s Data is transferred in connection with the termination or expiration of this Master Agreement. The Contractor shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity’s Data, in a format usable without the use of the Services and as agreed by a Purchasing Entity, at no additional cost to the Purchasing Entity. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be City Council 24 – 20 11/21/2023
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subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a Statement of Work if applicable.
c. The Contractor must maintain the confidentiality and security of a Purchasing Entity’s Data during the transition services and thereafter as required by the Purchasing Entity.

27. Performance and Payment Time Frames that Exceed Contract Duration: All maintenance or other agreements for services entered into during the duration of an SLA and whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No new leases, maintenance or other agreements for services may be executed after the Master Agreement has expired. For the purposes of this section, renewals of maintenance, subscriptions, and other service agreements, shall not be considered as “new.”
General Provisions

28. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
(1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of $1 million per occurrence/$3 million general aggregate; (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
c. Contractor shall pay premiums and any deductibles on all insurance policies. d. Prior to commencement of performance, Contractor shall provide to the Lead State a City Council 24 – 21 11/21/2023
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written endorsement to the Contractor’s general liability insurance policy documentary evidence that (1) includes the Participating States identified in the Request for Proposal as additional insureds, which may be met through the use of a “blanket” insured endorsement (, and (2) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.
e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

29. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of Administrative Fees found as a result of the examination of the Contractor’s records.
c. The rights and obligations herein exist in addition to any quality assurance obligation City Council 24 – 22 11/21/2023
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in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. d. The Contractor will be advised thirty (30) days prior written notice of each audit. The parties will work together in good faith to establish an audit process that does not interfere with Contractor’s ability to perform its obligations under this Master Agreement or any other agreement, or compromise any reasonable security processes or procedures. Contractor will provide the auditor with information reasonably required to effect the audit, provided however that Contractor reserves the right to impose limitation or require additional assurances from Participating Entity and its auditor as may be necessary to protect the Confidential Information of Contractor. In no event will Contractor be required to provide Participating Entity or its auditor with access to Contractor’s internal costs and resource utilization data, or data related to employees or other customers of Contractor.

30. Confidentiality, Non-Disclosure, and Injunctive Relief a. Confidentiality. Each party acknowledges that it and its employees or agents may, in the course of this Master Agreement, be exposed to or acquire information that is confidential to the other party, including Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential or would by its nature be deemed confidential that is disclosed or otherwise made available in the performance of this Master Agreement by either party to the other party, including by a Participating Entity or Purchasing Entity, but not limited to (1) any Purchasing Entity’s records, (2) personnel records, (3) information concerning individuals(4) technology, research and development information, Products and Software, and (5) trade secrets and other information which are competitive in nature is confidential information (“Confidential Information”). Any reports or other documents or items (including software) that result from the use of the Confidential Information shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the disclosing party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the disclosing party without the obligation of confidentiality, (5) is disclosed with the written consent of the disclosing party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.
b. Non-Disclosure. Each party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, but no less than the standard of care such party uses for its own similar confidential information, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed City Council 24 – 23 11/21/2023
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under this Master Agreement. Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Each party shall use commercially reasonable efforts to assist the disclosing party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, receiving party shall advise the disclosing party, including, as applicable the Purchasing Entity, applicable Participating Entity, and the Lead State immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and the receiving party shall at its expense cooperate with the disclosing party in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by the disclosing party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the disclosing party’s request, the receiving party shall turn over to the disclosing party or destroy all documents, papers, and other matter in the receiving party’s possession that embody Confidential Information. If applicable law, regulation or document retention policy prevents the receiving party from destroying or returning all or part to the Confidential Information the receiving party will maintain the security and confidentiality of all such retained Confidential Information.

Notwithstanding the foregoing, the receiving party may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, may cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to section 29. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

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31. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity’s public information laws.

32. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. Notwithstanding, Contractor’s use of its authorized service provider(s) to facilitate on-site support is permitted under this Agreement. b. The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties.

32. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

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

34. Termination
Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum.

Termination may be in whole or in part. Any termination of the Master Agreement or a Participating Addendum under this provision shall not affect the rights and obligations attending Orders outstanding at the time of termination, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in City Council 24 – 25 11/21/2023
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association with any Order, and requirements for records administration and audit.

Termination of the Master Agreement due to Contractor default may be immediate pursuant to Section 36, Defaults and Remedies.

35. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, war, or occurrences which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

36. Defaults and Remedies
a. The occurrence of any of the following events by Contractor shall be an event of default under this Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions thereof; and
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(3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor’s performance; and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
e. Contractor may discontinue performance if Purchasing Entity fails to pay any sum due, or if after sixty (60) days written notice Participating Entity has not cured any other failure to perform under this Master Agreement.

37. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

38. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency.

This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

39. Indemnification
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the City Council 24 – 27 11/21/2023
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Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible personal property arising from negligent or willful act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement.
b. Indemnification – Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. (1) The Contractor’s obligations under this section shall not extend to any claims arising from the Product itself or the combination of the Product with any other product, system or method, unless the Product, system or method is:
(a) provided by the Contractor or the Contractor’s subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
(d) It would be reasonably expected to use the Product in combination with such product, system or method.
(2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor.

If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this City Council 24 – 28 11/21/2023
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section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.

If such a claim has occurred, or in the Contractor’s opinion is likely to occur, the Contractor shall either procure for the Participating Entity the right to continue using the materials or products or services or replace or modify materials or products or services to make them non-infringing. If an option satisfactory to the Participating Entity is not reasonably available, the Participating Entity shall return the materials or products to the Contractor and stop using the infringing services, upon written request of the Contractor and at the Contractor’s expense.

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

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

41. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or City Council 24 – 29 11/21/2023
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contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

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

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

44. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.

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45. Limitation of Liability
a) Except with respect to claims pursuant to Section 39.b. below, Contractor’s total liability under this Agreement and Lead State, Participating Entity or Purchasing Entity’s sole and exclusive remedy for any claim of any type whatsoever, arising out of Product or Service provided hereunder, shall be limited to proven direct damages caused by Contractor’s sole negligence in an amount not to exceed the greater of (i) $3,000,000,; or (ii) the price paid to Contractor for the specific Service (calculated on an annual basis, when applicable) or Product from which such claim arises, for damage of any type not identified in (i) above or otherwise excluded hereunder. The limitation of liability does not apply to Contractor’s obligation to indemnify for death or injury to Person(s) as identified in Section 39.a.
b) Except with respect to claims regarding violation of Contractor’s intellectual property rights, neither lead State, Participating Entity, Purchasing Entity nor Contractor shall have liability for any special, consequential, exemplary, incidental, or indirect damages (including, but not limited to, loss of profits, revenues, data and/or use), even if advised of the possibility thereof.

46. Entire Agreement: This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click-through, or other end user terms and conditions or agreements required by the Contractor (“Additional Terms”) provided with any Services hereunder shall be binding on Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative “acceptance” of those Additional Terms before access is permitted, except for those EULA terms which are attached to and incorporated and made part of this Agreement, and/or which are later agreed by the parties in a mutually executed amendment to this Agreement. Contractor may make changes in its operations and Policies and will provide notification of such changes.

47. Adding Products: During the term of the Master Agreement, changes to the products and services offered may occur, subject to Lead State approval. The Contractor shall evaluate and recommend products and services consistent with its awarded Master Agreement to be added to the product and services offerings available through the Master Agreement.

The ability to add new equipment and services is for the convenience and benefit of NASPO, the Participating States, and all Purchasing Entities. The intent of this process is to promote “one-stop shopping” and convenience for the customers and equally important, to make the contract flexible in keeping up with rapid technological advances.

The option to add new product or service categories and items will expedite the delivery and implementation of new technology solutions for the benefit of the Purchasing Entities.

After the contracts are awarded, additional IT product categories and/or items may be added per the request of the Contractor, a Participating State, a Purchasing Entity or NASPO. Additions may be ad hoc and temporary in nature or permanent. All additions to an awarded Contractor or Manufacturer’s offerings must be products, services, City Council 24 – 31 11/21/2023
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software, or solutions that are commercially available at the time they are added to the contract award and fall within the original scope and intent of the awarded categories of the RFP.

As part of each Contractor’s ongoing updates to its pricelists throughout the contract term, Contractor can add new SKUs to its awarded product categories that may have been developed in-house or obtained through mergers, acquisitions or joint ventures; provided, however, that such new SKUs fall within the Contractor’s awarded services categories.

48. Suspension of Services: Contractor may suspend provision of Services to Purchasing Entity in the following limited circumstances: (i) HPE reasonably believes the Services are, have been, or will be used in violation of the Master Agreement; (ii) HPE reasonably believes suspension is necessary to protect HPE’s network, systems, operations or other users; or (iii) suspension is required by law. If Contractor suspends the Services, the parties will cooperate to identify and rectify any issues so that Services may be restored as soon as reasonably possible.

49. Change Orders. Purchasing Entity requests to change the scope of services or products, on a per-Order basis, will require a change order signed by the Purchasing Entity and the Contractor.

50. European Personal Data. If Purchasing Entity reasonably anticipates or discovers that its use of the Services will involve storage or processing of PII from the European Economic Area (“EEA”) or Switzerland, Purchasing Entity will so inform Contractor, and provide whatever information Contractor reasonably requests related to that storage or processing. Upon Purchasing Entity’s request, Contractor will enter into (or cause its Affiliates to enter into) EU Model Contract(s) with appendices (including technical and organizational security measures) in the form from time to time used by Contractor and its Affiliates (and available to Purchasing Entity upon request). Purchasing Entity appoints Contractor as its agent to execute EU Model Contracts on Purchasing Entity’s behalf.

51. Global Trade Compliance. Imports, exports and other transfers of data or software stored, used or processed using the Services or related infrastructure are Purchasing Entity’s sole responsibility, and Purchasing Entity will obtain any authorizations that may be required. Purchasing Entity will not use, distribute, transfer, or transmit any products, software or technical information (even if incorporated into other products) in violation of applicable export laws and regulations. In particular, Purchasing Entity, and any third party authorized by Purchasing Entity, may not, in violation of applicable laws and regulations, transfer, or authorize the transfer, of any Services into U.S. embargoed countries or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders or Entity List of proliferation concern, or the U.S.

State Department's Debarred Parties List.

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eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State.
b. Supplier’s Interface with the eMarket Center. There is no cost charged by JAGGAER to the Contractor for loading a hosted catalog or integrating a punchout site. c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time JAGGAER’s technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out catalog, from date of receipt of written request. (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog structures (either hosted or punch-out as further described below) shall be provided by the Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the Contractor’s awarded contract offering (e.g. products and/or services not authorized through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data no more than once per 30 days to the eMarket Center for the Lead State’s approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update no more than once per 30 days to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide e-Quote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall be subject to any other applicable restrictions with respect to the frequency or City Council 24 – 33 11/21/2023
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amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than once per year (see required Price Guarantee Period section 11). The following conditions apply with respect to hosted catalogs:
(1) Updated pricing files are required each calendar month of the month and shall go into effect in the eMarket Center on as approved by the Lead State contract administrator.
(2) Lead State-approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor’s submitted pricing files will delay the implementation of the price changes in eMarket Center. e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use JAGGAER’s Supplier Portal to import the Contractor’s catalog and pricing, into the JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (cXML) or through low-tech options such as fax. More information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and (4) The Catalog must include detailed product line item descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable.

The system will deliver the appropriate contract pricing to the user viewing the catalog.

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g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor’s receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier’s offering from the eMarket Center. j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement. k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog.

NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate JAGGAER catalogs. (December 2017)
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Attachment B
Attachment B – Scope Awarded to Contractor
I. Data Communications Award Categories
The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial intelligence, etc.) and services within the Categories it received an award in. Each category also allows for Internet of Things (IoT) products. These products must be an IoT product that can be deployed within, upon, or integrated into a government agency’s physical asset to address government line of business needs. Proposals are expected to include IoT products designed to support common government lines of business in specific subcategoriesi.e. routers, switches, end points, etc. IoT products can only be provided in categories that the vendor is awarded in and can include endpoints that support items in that category.

Category 1.2: NETWORKING

1.2.1 Network Application Services.

Application networking solutions and technologies that enable the successful and secure delivery of applications to local, remote, and branch-office users using technology to accelerate, secure, and increase availability of both application traffic and computing resources.

1.2.1.1 Virtualized Load Balancers ― Virtual devices that act like a reverse proxy to distribute network and/or application traffic across multiple servers to improve the concurrent user capacity and overall reliability of applications. Capabilities should include:
• SSL (Secure Sockets Layer) Off-loading
• Caching capabilities
• Layer 4 Load Balancing
• Layer 7 Load Balancing
• Detailed Reporting
• Supports multiple load balancers in the same system for multiple groups • Supports TLS1.2

1.2.1.2 WAN Optimization ― An appliance utilizing a collection of techniques for increasing data-transfer efficiencies across wide-area networks (WAN). Capabilities should include:
• CIFS (Common Internet File System) acceleration
• Data Compression
• SSL encryption/decryption for acceleration (Optional) • Layer 4-7 visibility
• Application Specific optimization
• Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages).

1.2.2 Networking Software.

Software that runs on a server, or within the Cloud, and enables the server to manage data, users, groups, security, applications, and other networking functions. The network operating system is designed to allow City Council 24 – 36 11/21/2023

Attachment B
transfer of data among multiple computers in a network, typically a local area network (LAN), a private network or to other networks. Networking software capabilities should include:
• Restartable Process
• High availability options
• Targeted operating systems, i.e. DC, campus, core, wan, etc. • Operating System Efficiencies
• Network analysis tools (solutions utilized to collect, classify, analyze, and securely store log messages).

1.2.2.1 Network Management and Automation ― Software products and solutions for network automation, cloud computing, and IT systems management.

1.2.2.2 Data Center Management and Automation ― Software products and solutions that capture and automate manual tasks across servers, network, applications, and virtualized infrastructure.

1.2.2.3 Cloud Portal and Automation ― Software products and solutions for cloud management with policy-based controls for provisioning virtual and physical resources.

1.2.2.4 Branch Office Management and Automation ― Software products and solutions for management of branch offices. Capabilities include remote troubleshooting, device management, and WAN performance monitoring.

1.2.3 Network Optimization and Acceleration.

Devices and tools for increasing data-transfer efficiencies across wide-area networks.

1.2.3.1 Data Analytics ― Appliance for improving network management by more effectively factoring in issues related to congestion, such as utilization, service consumption and routing. Provides real-time insights into network traffic to determine the value of different portions of that traffic.

1.2.3.2 Dynamic Load Balancing (Network Traffic Management) ― An appliance that performs a series of checks and calculations to determine which server can best service each client request in order to select the server that can successfully fulfill the client request and do so in the shortest amount of time without overloading either the server or the server farm as a whole.

1.2.3.3 WAN Acceleration ― Appliance that optimizes bandwidth to improve the end user's experience on a wide area network (WAN). Capabilities should include:
• CIFS acceleration
• Data Compression
• SSL encryption/decryption for acceleration (Optional) • Layer 4-7 visibility
• Application Specific optimization

1.2.3.4 High Availability and Redundancy ― Limits any disruption to network uptime should an appliance face unforeseen performance issues. Transparently redistributes workloads to surviving cluster appliances without impacting communication throughout the cluster.

1.2.4 Optical Networking.

City Council 24 – 37 11/21/2023

Attachment B
High capacity networks based on optical technology and components that provide routing, grooming, and restoration at the wavelength level as well as wavelength based services.

1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches ― Switches used in systems designed for long haul and ultra long-haul optical networking applications.

1.2.4.2 Edge Optical Switches ― Provide entry points into the enterprise or service provider core networks.

1.2.4.3 Optical Network Management ― Provides capabilities to manage the optical network and allows operators to execute end-to-end circuit creation.

1.2.4.4 IP over DWDM (IPoDWDM) ― A device utilized to integrate IP Routers and Switches in the OTN (Optical Transport Network).

Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORKING STORAGE

1.3.1 Routers.

A device that forwards data packets along networks. A router is connected to at least two networks, commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places where two or more networks connect, and are the critical device that keeps data flowing between networks and keep the networks connected to the Internet.

1.3.1.1 Branch Routers ― A multiservice router typically used in branch offices or locations with limited numbers of users and supports flexible configurations/feature. For example: security, VoIP, wan acceleration, etc.

1.3.1.2 Network Edge Routers ― A specialized router residing at the edge or boundary of a network. This router ensures the connectivity of its network with external networks, a wide area network or the Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the Internet to provide connectivity with remote networks.

1.3.1.3 Core Routers - High performance, high speed, low latency routers that enable Enterprises to deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV and Video on Demand (VoD), and Software as a Service (SaaS).

1.3.1.4 Service Aggregation Routers ― Provides multiservice adaptation, aggregation and routing for Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks simultaneously host resource-intensive integrated data, voice and video business and consumer services.

1.3.1.5 Carrier Ethernet Routers ― High performance routers that enable service providers to deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV, Video on Demand (VoD), and Software as a Service (SaaS).

1.3.2 Security.

1.3.2.1 Data Center and Virtualization Security Products and Appliances ― Products designed to protect high-value data and data center resources with threat defense and policy control.

City Council 24 – 38 11/21/2023

Attachment B

1.3.2.2 Intrusion Detection/Protection and Firewall Appliances ― Provide comprehensive inline network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances should provide:
• Non-disruptive in-line bump-in-the-wire configuration • Standard first-generation firewall capabilities, e.g., network-address translation (NAT), stateful protocol inspection (SPI) and virtual private networking (VPN), etc. • Application awareness, full stack visibility and granular control • Capability to incorporate information from outside the firewall, e.g., directory-based policy, blacklists, white lists, etc.
• Upgrade path to include future information feeds and security threats • SSL decryption to enable identifying undesirable encrypted applications (Optional)

1.3.2.3 Logging Appliances and Analysis Tools ― Solutions utilized to collect, classify, analyze, and securely store log messages.

1.3.2.4 Secure Edge and Branch Integrated Security Products ― Network security, VPN, and intrusion prevention for branches and the network edge. Products typically consist of appliances or routers.

1.3.2.5 Secure Mobility Products ― Delivers secure, scalable access to corporate applications across multiple mobile devices.

1.3.2.6 Encryption Appliances ― A network security device that applies crypto services at the network transfer layer - above the data link level, but below the application level.

1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity ― Solutions that provide threat protection, data loss prevention, message level encryption, acceptable use and application control capabilities to secure web and email communications. This could include cloud access security brokers (CASBs) and DNS security.

1.3.2.8 Secure Access ― Products that provide secure access to the network for any device, including personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include:
• Management visibility for device access
• Self-service on-boarding
• Centralized policy enforcement
• Differentiated access and services
• Device Management

1.3.3 Storage Networking.

High-speed network of shared storage devices connecting different types of storage devices with data servers.

1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules ― A scalable, highperformance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a City Council 24 – 39 11/21/2023

Attachment B
switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre Channel directors provide the most reliable, scalable, high-performance foundation for private cloud storage and highly virtualized environments.

1.3.3.2 Fabric and Blade Server Switches ― A Fibre Channel switch is a network switch compatible with the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric, which is currently the core component of most SANs. The fabric is a network of Fibre Channel devices, which allows many-to-many communication, device name lookup, security, and redundancy. FC switches implement zoning; a mechanism that disables unwanted traffic between certain fabric nodes.

1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management ― Management tools to provisions, monitors, troubleshoot, and administers SANs and VSANs.

1.3.3.4 SAN Optimization ― Tools to help optimize and secure SAN performance (ie. Encryption of dataat-rest, data migration, capacity optimization, data reduction, etc.

1.3.4: Switches.

Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and to filter and forward packets among them.

1.3.4.1 Campus LAN – Access Switches ― Provides initial connectivity for devices to the network and controls user and workgroup access to internetwork resources. The following are some of the features a campus LAN access switch should support:

1. Security
a. SSHv2 (Secure Shell Version 2)
b. 802.1X (Port Based Network Access Control)
c. Port Security
d. DHCP (Dynamic Host Configuration Protocol) Snooping

2. VLANs

3. Fast Ethernet/Gigabit Ethernet

4. PoE (Power over Ethernet)

5. link aggregation

6. 10 Gb support

7. Port mirroring

8. Span Taps

9. Support of IPv6 and IPv4

10. Standards-based rapid spanning tree

11. Netflow Support (Optional).

1.3.4.2 Campus LAN – Core Switches ― Campus core switches are generally used for the campus backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core switches should provide:
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
City Council 24 – 40 11/21/2023

Attachment B
• Security
o SSHv2
o MacSec encryption
o Role-Based Access Control Lists (ACL)
• Support of IPv6 and IPv4
• 1/10/40/100 Gbps support
• IGP (Interior Gateway Protocol) routing
• EGP (Exterior Gateway Protocol) routing
• VPLS (Virtual Private LAN Service) Support
• VRRP (Virtual Router Redundancy Protocol) Support
• Netflow Support.

1.3.4.3 Campus Distribution Switches ― Collect the data from all the access layer switches and forward it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides the inter-VLAN routing functions so that one VLAN can communicate with another on the network.

Distribution layer switches provides advanced security policies that can be applied to network traffic using Access Control Lists (ACLs).
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• Security (SSHv2 and/or 802.1X)
• Support of IPv6 and IPv4
• Jumbo Frames Support
• Dynamic Trunking Protocol (DTP)
• Per-VLAN Rapid Spanning Tree (PVRST+)
• Switch-port auto recovery
• NetFlow Support or equivalent

1.3.4.4 Data Center Switches ― Data center switches, or Layer 2/3 switches, switch all packets in the data center by switching or routing good ones to their final destinations, and discard unwanted traffic using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include:
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardwarebased Inter-Switch Link (ISL) trunking • Load Balancing across Trunk group able to use packet based load balancing scheme • Bridging of Fibre Channel SANs and Ethernet fabrics
• Jumbo Frame Support
• Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member
City Council 24 – 41 11/21/2023

Attachment B
• Ability to remotely disable and enable individual ports • Support NetFlow or equivalent

1.3.4.5 Software Defined Networks (SDN) ― An application in SDN that manages flow control to enable intelligent networking.

1.3.4.6 Software Defined Networks (SDN) - Virtualized Switches and Routers ― Technology utilized to support software manipulation of hardware for specific use cases.

1.3.4.7 Software Defined Networks (SDN) ― Controllers - is an application in software-defined networking (SDN) that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SDN controller lies between network devices at one end and applications at the other end. Any communications between applications and devices have to go through the controller. The controller uses multiple routing protocols including OpenFlow to configure network devices and choose the optimal network path for application traffic.

1.3.4.8 Carrier Aggregation Switches ― Carrier aggregation switches route traffic in addition to bridging (transmitted) Layer 2/Ethernet traffic. Carrier aggregation switches’ major characteristics are:
• Designed for Metro Ethernet networks
• Designed for video and other high bandwidth applications • Supports a variety of interface types, especially those commonly used by Service Providers Capabilities should include:
• Redundant Processors
• Redundant Power
• IPv4 and IPv6 unicast and multicast
• High bandwidth
• Low latency
• Hot swappable power supplies and fans
• MPLS (Multiprotocol Label Switching)
• BGP (Border Gateway Protocol)
• Software router virtualization and/or multiple routing tables • Policy based routing
• Layer 2 functionality
o Per VLAN Spanning Tree
o Rapid Spanning Tree
o VLAN IDs up to 4096
o Layer 2 Class of Service (IEEE 802.1p)
o Link Aggregation Control Protocol (LACP)
o QinQ (IEEE 802.1ad)

1.3.4.9 Carrier Ethernet Access Switches ― A carrier Ethernet access switch can connect directly to the customer or be utilized as a network interface on the service side to provide layer 2 services.

City Council 24 – 42 11/21/2023

Attachment B
• Hot-swappable and field-replaceable integrated power supply and fan tray • AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC • Ethernet and console port for manageability
• SD flash card slot for additional external storage
• Stratum 3 network clock
• Line-rate performance with a minimum of 62-million packets per second (MPPS) forwarding rate • Support for dying gasp on loss of power
• Support for a variety of small form factor pluggable transceiver (SFP and SFP+) with support for Device Object Model (DOM)
• Timing services for a converged access network to support mobile solutions, including Radio Access Network (RAN) applications
• Support for Synchronous Ethernet (SyncE) services
• Supports Hierarchical Quality of Service (H-QoS) to provide granular traffic-shaping policies • Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer-two convergence Category 1.4: WIRELESS.

Provides connectivity to wireless devices within a limited geographic area. System capabilities should include:
• Redundancy and automatic failover
• IPv6 compatibility
• NTP Support

1.4.1 Access Points ― A wireless Access Point (AP) is a device that allows wireless devices to connect to a wired network using Wi-Fi, or related standards. Capabilities should include:
• 802.11a/b/g/n
• 802.11n
• 802.11ac
• Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture)
• UL2043 plenum rated for safe mounting in a variety of indoor environments • Support AES-CCMP (128-bit)
• Provides real-time wireless intrusion monitoring and detection

1.4.2 Outdoor Wireless Access Points ― Outdoor APs are rugged, with a metal cover and a DIN rail or other type of mount. During operations they can tolerate a wide temperature range, high humidity and exposure to water, dust, and oil. Capabilities should include:
• Flexible Deployment Options
• Provides real-time wireless intrusion monitoring and detection • Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture)
City Council 24 – 43 11/21/2023

Attachment B

1.4.3 Wireless LAN Controllers ― An onsite or offsite solution utilized to manage Light-weight access points in large quantities by the network administrator or network operations center. The WLAN controller automatically handles the configuration of wireless access-points. Capabilities should include:
• Ability to monitor and mitigate RF interference/self-heal • Support seamless roaming from AP to AP without requiring re-authentication • Support configurable access control lists to filter traffic and denying wireless peer to peer traffic • System encrypts all management layer traffic and passes it through a secure tunnel • Policy management of users and devices provides ability to de-authorize or deny devices without denying the credentials of the user, nor disrupting other AP traffic • Support configurable access control lists to filter traffic and denying wireless peer to peer traffic

1.4.4 Wireless LAN Network Services and Management ― Enables network administrators to quickly plan, configure and deploy a wireless network, as well as provide additional WLAN services. Some examples include wireless security, asset tracking, and location services. Capabilities should include:
• Provide for redundancy and automatic failover
• Historical trend and real time performance reporting is supported • Management access to wireless network components is secured • SNMPv3 enabled
• RFC 1213 compliant
• Automatically discover wireless network components
• Capability to alert for outages and utilization threshold exceptions • Capability to support Apple’s Bonjour Protocol / mDNS • QoS / Application identification capability

1.4.5 Cloud-based services for Access Points ― Cloud-based management of campus-wide WiFi deployments and distributed multi-site networks. Capabilities include:
• Zero-touch access point provisioning
• Network-wide visibility and control
• RF optimization,
• Firmware updates

1.4.6 Mobile Device Management (MDM) ― MDM technology utilized to allow employees to bring personally owned mobile devices (laptops, tablets, and smart phones) to their workplace, and use those devices to access privileged government information and applications in a secure manner. Capabilities should include:
• Ability to apply corporate policy to new devices accessing the network resources, whether wired or wireless
• Provide user and devices authentication to the network • Provide secure remote access capability
• Support 802.1x
• Network optimization for performance, scalability, and user experience City Council 24 – 44 11/21/2023

Attachment B
II. Value Added Services
For each Award Category above, the following valued services should also be available for procurement at the time of product purchase or anytime afterwards. This provided list of value added services is not intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement

2.1 Maintenance Services ― Capability to provide technical support, software maintenance, flexible hardware coverage, and smart, proactive device diagnostics for hardware.

2.2 Professional Services
a. Deployment Services
i. Survey/ Design Services ― Includes, but not limited to, discovery, design, architecture review/validation, and readiness assessment.
ii. Implementation Services ― Includes, but not limited to, basic installation and configuration or end-to-end integration and deployment. iii. Optimization ― Includes, but not limited to, assessing operational environment readiness, identify ways to increase efficiencies throughout the network, and optimize Customer’s infrastructure, applications and service management. b. Remote Management Services ― Includes, but not limited to, continuous monitoring, incident management, problem management, change management, and utilization and performance reporting that may be on a subscription basis.
c. Consulting/Advisory Services ― Includes, but not limited to, assessing the availability, reliability, security and performance of Customer’s existing solutions. d. Data Communications Architectural Design Services ― Developing architectural strategies and roadmaps for transforming Customer’s existing network architecture and operations management.
e. Statement of Work (SOW) Services ― Customer-specific tasks to be accomplished and/or services to be delivered based on Customer’s business and technical requirements. f. Testing Services – Includes, but not limited to, testing the availability, reliability, security and performance of Customer’s existing solutions

2.3 Partner Services ― Provided by Contractor’s Authorized Partners/Resellers. a. Subject to Contractor’s approval and the certifications held by its Partners/Resellers, many Partners/Resellers can also offer and provide some or all of the Services as listed above at competitive pricing, along with local presence and support. As the primary Contractor (OEM), Contractor is ultimately responsible for the service and performance of its Partners/ Resellers.

Customers may have the option to purchase the Services to be directly delivered by Contractor (OEM) or its certified Partners/Resellers.

2.4 Training ― Learning offerings for IT professionals on networking technologies, including but not limited to designing, implementing, operating, configuring, and troubleshooting network systems pertaining to items provided under the master agreement.

City Council 24 – 45 11/21/2023

Attachment B
III. Product Line Additions
During the contract term Contractor may submit a request to update product catalog that falls within the scope listed in herein this Attachment B as new technology is introduced, updated or removed from the market. Lead State will evaluate requests and update the contract offering as appropriate. New product additions must utilize the same pricing structure as was used for services falling into the same service category.

A. Minimum Discount %
The Minimum Discount % off List shall be firm fixed for the duration of the contract. However, the list prices may fluctuate through the life of the contract, as provided within Attachment A. Contractor may offer increased discounts upon achievement of contract volume milestones. Minimum guaranteed contract discounts do not preclude Contractor and/or its authorized resellers from providing deeper or additional, incremental discounts at their sole discretion. Purchasing entities shall benefit from any promotional pricing offered by the Contractor to similar customers. Promotional pricing shall not be cause for a permanent price change.

City Council 24 – 46 11/21/2023
Contractor
Section 1: Instructions
Category 1.2 Networking
Hardware and Software 34.00%
Service Packages (i.e., Maintenance, etc.) 16.00%
Category 1.3 Routers, Switches, Secuirty, and Networking Storage Hardware and Software 34.00%
Service Packages (i.e., Maintenance, etc.) 16.00%
Category 1.4 Wireless
Hardware and Software 34.00%
Service Packages (i.e., Maintenance, etc.) 16.00%
Provide the title, job description for each title, and associated hourly rate. Add additional rows as necessary.

Title Job Description Onsite Remote Onsite Remote Onsite Remote Maintenance Services
HPE offers our customers a full life
cycle suite of technical support from
installation and startup turn‐key
services through hardware coverage
options with monitoring and call home
functionality.

Professional Services
HPE Network Consulting has more
than 40 years of experience with
multivendor network equipment
through an expansive delivery
organization of expert network
consultants. HPE Network Consulting
has assisted both enterprise and
service provider customers to plan,
design, integrate, and deploy highly
complex network infrastructures.

Deployment Services
HPE can get customers new
environments up and running quickly
by engaging these services, which
coordinate the end‐to‐end integration
and deployment of your network
implementation. HPE can bring your
network online, add new connections
to an existing network, or guide your
transition to a converged network
environment while scaling the solution
to fit your requirements.

Consulting Advisory Services
Services Include:Assessment of your
end‐to‐end environment readiness,
Gap analysis and program planning,
Security assessments and
Recommendations/roadmap
Architectural Design Services
HPE Network Consulting lifecycle
services consist of: Network Strategy
and Planning Services and Network
Architecture and Design Services
Statement of Work Services
HPE offers a broad portfolio of services
that includes customer support,
consulting and integration,
outsourcing services, and education.

HPE can enter at any point of the
engagement lifecycle, to design, build,
integrate, manage and evolve a
solution tailored to address the State’s
specific business requirements.

Weekday
Hourly Rates
Section 3: Value Added Services
Hewlett Packard Enterprise
Attachment C ‐ Pricing Discounts and Value Added Services Weekend State Holiday

1.  % discounts are based on minimum discounts off Contractor's commercially published pricelists versus fixed pricing. Nonetheless, Orders will be fixed‐price or fixed‐rate and not cost reimbursable contracts. Contractor has the ability to update and refresh its respective price catalog, as long as the agreed‐upon discounts are fixed.

4.  Contractor's price catalog shall include the price structures of all products, services and value added items (i.e., Maintenance Services, Professional Services, Etc.) that it intends to provide under its contract.  Pricing shall all‐inclusive of infrastructure and software costs and management of infrastructure, network, OS, and software.

Section 2: Minimum Discount % off List

3.  Purchasing entities shall benefit from any promotional pricing offered by  Contractor to similar customers.  Promotional pricing shall not be cause for a permanent price change.

2.  Minimum guaranteed contract discounts do not preclude an Offeror and/or its authorized resellers from providing deeper or additional, incremental discounts at their sole discretion.

See Note 2
See Note 1
See Note 2
See Note 2
See Note 2
See Note 2
Attachment C Page 1 of 2 City Council 24 – 47 11/21/2023 Contractor Hewlett Packard Enterprise
Attachment C ‐ Pricing Discounts and Value Added Services Remote Management Services
Access personalized dashboard to
monitor device health, events, and
support status anytime, anywhere.

View and manage all devices in the IT
environment, as well as associated
support contracts, warranties, and
service credits by device. Monitor auto‐
generated hardware events and
support cases
Training Deployment Services HPE has listed our training offerings as SKUs in the Solicitation SK18001 HPE ‐
Detailed Product Offering Worksheet
Partner Services
HPE will only put services SKUs on the
contract that HPE or authorized
resellers are able to deliver. In most
cases, the partner / reseller will take
the order and then decide to allow
HPE to deliver the service or deliver
the service themselves. HPE has a
process that allows our resellers to
become authorized providers of HPE
services. In these cases, the partner
still uses the HPE services SKUs that
we have listed.

Note 1. HPE does not typically bill for maintenance services on a Time & Materials basis; rather our customers sign up for maintenance services. Therefore we do not publish hourly rates for maintenance. HPE has provided SKU numbers in the Solicitation SK18001 HPE - Detailed Product Offering Worksheet.

Note 2. HPE has provided two SKUs for Professional Services in the Solicitation SK18001 HPE - Detailed Product Offering Worksheet. If our customers would like to engage HPE for customized services, we will respond with a Statement of Work specific to the request. Every Statement of Work and its required levels of service (skill set required to deliver) is unique. For this reason, we have included a blended rate for 8 hours of remotely delivered services and 40 hours of onsite service which are used quite frequently. HPE does not publish hourly rates; we provide quotes based on customer needs.

Note 3. HPE has provided SKU numbers in the Solicitation SK18001 HPE - Detailed Product Offering Worksheet. HPE does not charge for training by the hour.

Note 4. Partners’ rates vary by geography, and like HPE, by level of service required. Partners may sell HPE SKUs for 8 hour and 40 hours of work at the blended rate and pass this to HPE or deliver it themselves. As such, it is difficult to publish a rate card for our partners, especially since we have such an extensive network of partners around the country.

See Note 4
See Note 2
See Note 3
Attachment C Page 2 of 2 City Council 24 – 48 11/21/2023 State and Local Government and Education Customer Return Policy Coverage: These guidelines apply only to returns initiated by State and Local Government or Education customers purchasing HPE/Aruba branded product direct from Hewlett Packard Enterprise Company (“HPE”) or a customer purchase under one of HPE’s State and Local Government or Education direct contracts. A direct contract is defined as a contract by and between HPE and a State, Local or Education end user. This return policy does not apply to purchases by end user through HPE resellers under separate contract; loaners; early marketing units or employee purchases administered as internal HPE orders.

Products Not Eligible:

Customized Products: Products that are customized and not otherwise marketable by HPE (e.g., products specifically designed for a particular customer that cannot be sold to another customer).

Refurbished products: HPE branded product
Consumable products: Separately packaged HPE branded software cannot be returned to Hewlett Packard Enterprise.

Third Party Options: Where returns are otherwise governed by the original manufacturer - Note: The original manufacturer may provide their own warranties. The return guidelines should be confirmed with the customer support representative when requesting a Return Material Authorization (“RMA”).

Product not purchased direct from HPE: Which means product purchased from another source, such as a reseller, distributor, etc., under a separate contract between end user and reseller.

RETURN OF PRODUCTS
Defective Product:

For product that is defective on arrival, it is recommended that customers call Technical Support at 1-844-806-3425 to determine if the product can be corrected. Or, the customer may utilize the 30 day goodwill return policy. Also the customer may contact the HPE North America Customer Care Team via email: VALOM-US[email protected], to report product that was defective on arrival and obtain warranty service for HPE Product, or obtain contact information for warranty services provided by other manufacturers.

Carrier Related Loss or Damaged Shipments:

Customers should note damages or shortages on the Bill Of Lading at the time of delivery. Within a reasonable time or not later than 30 days from delivery, notify the HPE Customer Care Team and provide a copy of the Bill of Lading/Packing Slip.

Concealed damage(s) or shortage(s), where the box is in good condition but product is missing or damaged, is an exception and should be reported as soon as practicable after delivery in order for HPE to establish the claim with the carrier.

HPE is committed to customer satisfaction and values our relationship with State and Local Government and Education Customer. To show our commitment, HPE is providing a goodwill right to return, or exchange unused products within 30 days from receipt of the product. HPE does not charge a restocking or handling fee for product returned within 30 days. It’s at HPE’s sole discretion to accept return products after 30-days. If a product return is accepted after 30-days a restocking fee may apply.

Procedures for Returns:

The State or Local Government and Education Customer should contact the assigned Customer Service Representative (CSR) via email: [email protected], to coordinate returns or replacements within 30 days from delivery of product. At that time a case number will be assigned to the request while HPE validates it and proceeds (24 -48 hours). Once a Return Material Authorization is approved, the Care Agent will submit an e-claim and an RMA number is assigned to it. This e-claim triggers a return label with HPE selected carrier (usually CEVA) and CEVA sends out a questionnaire to the customer that needs to be responded no later than 7 calendar days. Once the carrier receives the questionnaire, pick up should be scheduled for the returning material no later than 30 calendar days from the date of the request. The Customer Care Team Representative will assist the Customer on any other details or specifics regarding returns, credits and refunds.

Returns Policy, SLED Page 1 of 2 ver.2, rel. 04.2018
Attachment D - State and Local Government and Education Customer Return Policy; EULA City Council
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Hewlett Packard Enterprise reserves the right to refuse any return that does not meet the requirements stated below:

Package - Product must be returned in the original shipping packaging. In the event the packaging is not available or unusable, it must be noted when requesting an RMA.

If possible, remove all mailing labels on the outside of the box that references the customer address or simply mark out the mailing labels address with a marker. The customer will either receive a mailing label via email that should be attached to the return products and/or will be provided a label by the carrier. Be sure to mark your RMA number on the box.

If product for more than one RMA is being returned in the same box, make sure that all RMA numbers are listed on both the mailing label and packing list. If products are received at the Returns Center without valid RMA numbers on the mailing label, your credit may be delayed and proof of delivery or other supporting documentation may be required.

The RMA number(s) must appear clearly on the box, as returns will not be accepted without an RMA number.

Returns must be 100% complete, unused, in original and re-salable condition, with all original packaging, manuals, registration card(s), software, cabling and accessories. If, after the product has been returned and inspected, it is discovered that components are missing from the return, HPE reserves the right not to issue a credit for the return of the missing components. If it is determined that there are missing components when the product is returned, and the customer has received a credit, the customer may be issued an invoice for the missing component. Missing components may include but are not limited to keyboard, mouse, software, speakers, accessories, drives, memory, microprocessors, and processor boards.

RMA numbers that have been open for greater than thirty (30) days may be cancelled and the customer subsequently invoiced for the unreturned product. Another RMA can be requested as long as it is within the 30 days of receipt of the product. Please note that all returned products must be credited against the account and order from which the product was originally invoiced.

All products must be returned to the address provided by the HPE Customer Service Representative via email or by the carrier:

Hewlett Packard Enterprise Returns
c/o Alorica
423 New Sanford Road
Dock door 29
LaVergne, TN 37086

RMA XXXXXXXX
Returns Policy, SLED Page 2 of 2 ver.2, rel. 04.2018
Attachment D - State and Local Government and Education Customer Return Policy; EULA City Council
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End User License Agreement (“EULA”) - HPE NASPO ValuePoint Data Communications Contract #[insert]

1. Applicability. This end user license agreement (the "Agreement") governs the use of accompanying software, unless it is subject to a separate agreement between you and Hewlett Packard Enterprise Company and its subsidiaries (“HPE”).

2. Terms. This Agreement includes supporting material accompanying the software or referenced by HPE, which may be software license information, additional license authorizations, software specifications, published warranties, supplier terms, open source software licenses and similar content ("Supporting Material").

3. Electronic Delivery. HPE may elect to deliver software and related software product or license information by electronic transmission or download.

4. License Grant. If you abide by this Agreement, HPE grants you a non-exclusive, non-transferable license to use one copy of the version or release of the accompanying software for your internal purposes only, and is subject to any specific software licensing information that is in the software product or its Supporting Material. For non-HPE branded software, the third party’s license terms will govern its use. Your use is subject to the following restrictions, unless specifically allowed in Supporting Material:
− You may not use software to provide services to third parties. − You may not make copies and distribute, resell or sublicense software to third parties. − You may not download and use patches, enhancements, bug fixes, or similar updates unless you have a license to the underlying software. However, such license does not automatically give you a right to receive such updates and HPE reserves the right to make such updates only available to customers with support contracts.
− You may not copy software or make it available on a public or external distributed network. − You may not allow access on an intranet unless it is restricted to authorized users. − You may make one copy of the software for archival purposes or when it is an essential step in authorized use.
− You may not modify, reverse engineer, disassemble, decrypt, decompile or make derivative works of software. If you have a mandatory right to do so under statute, you must inform HPE in writing about such modifications.

5. Software Usage. Some software may require keys or other technical protection measures for access and HPE may monitor your compliance with the Agreement, remotely or otherwise.

6. 90-day Limited Warranty. Subject to the Master Agreement, HPE warrants that HPE-branded software materially conforms to its specifications, if any, and is free of malware at the time of delivery; if you notify HPE within 90 days of delivery of non-conformance to this warranty, HPE will replace your copy.

HPE does not warrant that the operation of software will be uninterrupted or error free, or that software will operate in hardware and software combinations other than as authorized by HPE in Supporting Material.

7. Termination. This Agreement is effective until terminated or in the case of a limited-term license, upon expiration; however, your rights under this Agreement terminate if you fail to comply with it. Immediately upon termination or expiration, you will destroy the software and documentation and any copies, or return them to HPE. You may keep one copy of software and documentation for archival purposes. We may ask you to certify in writing you have complied with this section.

8. General.

Attachment D - State and Local Government and Education Customer Return Policy; EULA City Council
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a. Transfer. You may not assign Software without prior written consent of HPE, payment of transfer fees and compliance with HPE's software license transfer policies. Authorized assignments will terminate your license to the software and you must deliver software and documentation and copies thereof to the assignee. The assignee will agree in writing to this Agreement. You may only transfer firmware if you transfer associated hardware. b. Audit. HPE may audit you for compliance with the software license terms. Upon reasonable notice, HPE may conduct an audit during normal business hours (with the auditor's costs being at HPE's expense). c. Open Source Components. To the extent the Supporting Material includes open source licenses, such licenses shall control over this Agreement with respect to the particular open source component. To the extent Supporting Material includes the GNU General Public License or the GNU Lesser General Public License: (a) the software includes a copy of the source code; or (b) if you downloaded the software from a website, a copy of the source code is available on the same website; or (c) if you send HPE written notice, HPE will send you a copy of the source code for a reasonable fee.

9. SaaS Provisions.
a. HPE Software-as-a-Service (HPE SaaS) Right of Use. For the duration specified in the Order, you may access and use HPE SaaS in accordance with Supporting Material and this Agreement. HPE may suspend your access to HPE SaaS where you provide false information when ordering, breach this Agreement, or use or attempt to use HPE SaaS in violation of law. You remains responsible for applicable fees through the date of suspension or termination. As long as HPE does not materially degrade the functionality of HPE SaaS: (i) HPE may modify the systems and environment used to provide HPE SaaS; and (ii) HPE may make any changes to HPE SaaS that it deems necessary or useful to maintain or enhance the quality or delivery of HPE’s services to its customers, the competitive strength of or market for HPE’s services, or HPE SaaS’ cost efficiency or performance. b. Usage Restrictions. You may only access HPE SaaS for its internal business purposes and not use for commercialization unless expressly permitted by Supporting Materials. You are responsible for any use of HPE SaaS through your credentials. Should you believe that there has been unauthorized use of your account, you must promptly notify HPE. You will not: (i) exceed any usage limitations identified in the Supporting Material; (ii) except to the extent expressly permitted in Supporting Material, sell, resell, license, sublicense, lease, rent, or distribute HPE SaaS or include HPE SaaS in other outsourcing offerings, or make any portion of HPE SaaS available for the benefit of any third party; (iii) copy or reproduce any portion of HPE SaaS; (iv) interfere with or disrupt the integrity or performance of HPE SaaS; (v) use HPE SaaS to send or store data that is obscene, offensive, libelous, tortuous or otherwise unlawful, violates any third party’s privacy rights, or infringes upon or misappropriates intellectual property rights; (vi) use HPE SaaS to disrupt or cause harm to a third party’s system or environment or evade filters; (vii) access HPE SaaS to build a competitive product or service; or (viii) reverse engineer HPE SaaS; (ix) disclose any information relating to the performance or operation of the HPE SaaS (including any benchmarking or other testing results) to any third party without the express prior written consent of HPE unless otherwise required by law; or (x) engage a third party to perform security testing on the HPE SaaS unless that third party enters into a written non-disclosure agreement directly with HPE. You will cooperate with HPE’s investigation of your compliance with the SaaS usage restrictions. You are responsible for complying with all terms of use for any software, content, service, or website you load, create, or access when using HPE SaaS. c. Data. You are solely responsible for the content created or placed into a HPE-provided system during your use of the HPE-provided system (“Customer-provided Data”). You will remain the sole and exclusive owner of all Customer-provided Data. You grant HPE the necessary rights to Customer-provided Data to allow HPE to use Customer-provided Data as necessary to provide such HPE-provided system, technical support, or as otherwise required by law.

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Police Department
www.santa-ana.org/police
Item # 25
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: Selective Traffic Enforcement Program Grant Funds

AGENDA TITLE
Appropriation Adjustment and Agreement Accepting $640,000 from the State Office of Traffic Safety for Selective Traffic Enforcement Program (Non-General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager to execute an agreement with the State of California - Office of Traffic Safety for the Selective Traffic Enforcement Program, for a one-year period beginning October 1, 2023 through September 30, 2024, in an amount not to exceed $640,000, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX).

2. Approve an appropriation adjustment accepting $640,000 in the Office of Traffic Safety, Federal Grant-Indirect revenue account and appropriate same to the Selective Traffic Enforcement Program expenditure accounts. (Requires five affirmative votes).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Santa Ana Police Department has been awarded $640,000 in grant funding from the State of California, Office of Traffic Safety (OTS) under the Selective Traffic Enforcement Program (STEP). This one-year agreement covers the program period from October 1, 2023 through September 30, 2024. The goal of OTS STEP is to reduce the number of fatalities and injuries in crashes involving alcohol, drug, speed, red-light violations, distracted driving, and other primary collision factors. To accomplish these goals, the program will fund both education and enforcement activities.

The enforcement activities will follow proven “best practice” strategies and will be conducted on an overtime basis. The funded strategies will include Driving Under the Influence (DUI) checkpoints, DUI saturation patrols, as well as DUI enforcement operations in collaboration with neighboring cities to apprehend impaired drivers. The City Council 25 – 1 11/21/2023
Selective Traffic Enforcement Program Grant Funds
November 21, 2023

program will also concentrate on bicycle/pedestrian safety, speed violations, aggressive driving, and seat belt enforcement.

The educational portion of the grant will include funding for Police Department staff to facilitate multi-media presentations at local schools in partnership with the Santa Ana Unified School District as well as at the Garden Grove Unified School District schools within the west side of the City. Promotional and educational materials will be made available to support ongoing outreach programs already in place. This grant also includes funding to purchase bicycle helmets for distribution to community members during outreach and education events.

FISCAL IMPACT
Approval of the appropriation adjustment will recognize $640,000 in the Office of Traffic Safety-Federal Grant-Indirect revenue account (no. 16514002-52001) and appropriate same in the Selective Traffic Enforcement Program expenditure account (nos. 16514414-various) for projected expenditures as follows:

Fiscal
Year
Accounting Unit
- Account No. Fund Description Accounting Unit, Account Description Amount FY 23-24
(Nov.-June)
16514414-
Various
Office of Traffic
Safety Grant
Selective Traffic
Enforcement,
Various
$480,000
FY 24-25
(July-Sept.)
16514414-
Various
Office of Traffic
Safety Grant
Selective Traffic
Enforcement,
Various
$160,000
Total $640,000
The amounts shown in each fiscal year are estimates only. Any remaining balances not expended at the end of the fiscal year will be presented to the City Council for approval of carryovers to FY 2024-25.

EXHIBIT(S)

1. Grant Agreement with Office of Traffic Safety
Submitted By: Robert Rodriguez, Acting Police Chief
Approved By: Steven A. Mendoza, Acting City Manager
City Council 25 – 2 11/21/2023
9/27/2023 9:22:31 AM Page 1 of 21
State of California Office of Traffic Safety

GRANT AGREEMENT

GRANT NUMBER
PT24184

1. GRANT TITLE
Selective Traffic Enforcement Program (STEP)

2. NAME OF AGENCY 3. Grant Period
Santa Ana From:

To:
10/01/2023
09/30/2024 4. AGENCY UNIT TO ADMINISTER GRANT
Santa Ana Police Department

5. GRANT DESCRIPTION
Best practice strategies will be conducted to reduce the number of persons killed and injured in crashes involving alcohol and other primary crash factors. The funded strategies may include impaired driving enforcement, enforcement operations focusing on primary crash factors, distracted driving, night-time seat belt enforcement, special enforcement operations encouraging motorcycle safety, enforcement and public awareness in areas with a high number of bicycle and pedestrian crashes, and educational programs. These strategies are designed to earn media attention thus enhancing the overall deterrent effect.

6. Federal Funds Allocated Under This Agreement Shall Not Exceed: $640,000.00

7. TERMS AND CONDITIONS: The parties agree to comply with the terms and conditions of the following which are by this reference made a part of the Agreement:

Schedule A Problem Statement, Goals and Objectives and Method of Procedure Schedule B Detailed Budget Estimate and Sub-Budget Estimate (if applicable) Schedule B-1 Budget Narrative and Sub-Budget Narrative (if applicable) Exhibit A Certifications and Assurances
Exhibit B* OTS Grant Program Manual
Exhibit C Grant Electronic Management System (GEMS) Access *Items shown with an asterisk (*), are hereby incorporated by reference and made a part of this agreement as if attached hereto.

These documents can be viewed at the OTS home web page under Grants: www.ots.ca.gov.

We, the officials named below, hereby swear under penalty of perjury under the laws of the State of California that we are duly authorized to legally bind the Grant recipient to the above described Grant terms and conditions.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.

8. Approval Signatures
A. GRANT DIRECTOR B. AUTHORIZING OFFICIAL
NAME:

TITLE:

EMAIL:

PHONE:

ADDRESS:

Joseph Marty
Commander
[email protected]
(714) 245-8210
60 Civic Center Plaza
PO Box 1981
Santa Ana, CA 92702
ADDRESS: Steven Mendoza
Acting City Manager
[email protected]
(714) 647-5200
60 Civic Center Plaza PO
Box 1981
Santa Ana, CA 92702

(Signature) (Date) (Signature) (Date)
C. FISCAL OFFICIAL D. AUTHORIZING OFFICIAL OF OFFICE OF TRAFFIC SAFETY ADDRESS: Alexander Trinidad
Assistant Dir of Finance and Management Svcs (MM)
[email protected]
(714) 647-5295
20 Civic Center Plaza
PO Box 1981
Santa Ana, CA 92702
ADDRESS: Barbara Rooney
Director
[email protected]
(916) 509-3030
2208 Kausen Drive, Suite 300
Elk Grove, CA 95758

(Signature) (Date) (Signature) (Date)
(See Attached Signature Page)
Exhibit 1
City Council 25 – 3 11/21/2023
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST:
_______________________
JENNIFER L. HALL
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
By: _______________________

TAMARA BOGOSIAN
Senior Assistant City Attorney

CITY OF SANTA ANA
Acting City Manager
_______________________
STEVEN A. MENDOZA
RECOMMENDED FOR APPROVAL:
________________________

ROBERT RODRIGUEZ
Acting Chief of Police
City Council 25 – 4 11/21/2023
9/27/2023 9:22:31 AM Page 3 of 21
E. ACCOUNTING OFFICER OF OFFICE OF TRAFFIC SAFETY 9. SAM INFORMATION NAME: Carolyn Vu SAM #:

REGISTERED
ADDRESS:

CITY:

ZIP+4:

KZE9G2M4GRX9
20 Civic Center PLZ FL 8
Santa Ana
92701-4058
ADDRESS: 2208 Kausen Drive, Suite 300
Elk Grove, CA 95758

10. PROJECTED EXPENDITURES
FUND CFDA ITEM/APPROPRIATION F.Y. CHAPTER STATUTE PROJECTED

EXPENDITURES
164AL-24.1 20.608 0521-0890-101 2022 43/22 BA/22 $151,300.00 402PT-24.1 20.600 0521-0890-101 2022 43/22 BA/22 $66,300.00 164AL-24 20.608 0521-0890-101 2023 12/23 BA/23 $293,700.00 402PT-24 20.600 0521-0890-101 2023 12/23 BA/23 $128,700.00

AGREEMENT
TOTAL $640,000.00

AMOUNT ENCUMBERED BY THIS DOCUMENT
I CERTIFY upon my own personal knowledge that the budgeted funds for the current budget year are available for the period and purpose of the expenditure stated above.
$640,000.00

PRIOR AMOUNT ENCUMBERED FOR THIS

AGREEMENT
$ 0.00

OTS DATE SIGNED TOTAL AMOUNT ENCUMBERED TO DATE
$640,000.00
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State of California Office of Traffic Safety

GRANT AGREEMENT
Schedule A

GRANT NUMBER
PT24184

1. PROBLEM STATEMENT
The City of Santa Ana is a diverse and dynamic city. It is the County Seat and metropolitan hub within Orange County, drawing hundreds of persons in the city on a daily basis. With landmarks like Bower's Museum, Orange County School of the Arts (OCSA), California State University, Fullerton (CSUF) Grant Central Art Center, it is a popular destination for art aficionados and students. The Downtown Santa Ana Historic District has become a popular destination on weekend nights. New restaurants and bars continue to open their doors to welcome patrons. This influx of patrons has greatly increased the number of drivers in the downtown area during evening hours, many of whom have been consuming alcoholic beverages.

The City of Santa Ana is home to an estimated 322,725 residents. Within the City of Santa Ana, there are approximately 477 miles of local, arterial, and collector roadways. The City employs approximately 354 sworn Police Officers, fielded in either Patrol, Investigations, or Traffic assignments.

The Santa Ana Police Department has 21 sworn Police Officers assigned to the Traffic Division. These numbers include (1) Commander, (2) Sergeants, (3) Corporals, and (15) Police Officers, (3) sworn Police Officers as Crash Investigators and are fielded for the purpose of OTS traffic enforcement as needed and to conduct other special duties. There are (18) Motor Officers assigned to the Traffic Division who are tasked with daily traffic enforcement and crash investigations.

In 2020 there were 23 fatal traffic crashes. In 2021 there were 23 fatal traffic crashes respectively. In 2022 there were 18 fatal traffic crashes. Many of these fatal traffic crashes have been the result of alcohol and/or drug-related vehicle crashes and pedestrian crashes. Injury crashes have increased from 1170 in 2020 to 1350 in 2021, a trend the department hopes ceases with continued funding for enforcement efforts. Nearly one-half of all injury traffic crashes were caused by three primary factors (PCF's); unsafe speed, automobile right-of-way violations, and traffic signals & signs violations.

Our city has committed itself to traffic safety. In the most recently published five-year strategic plan, trafficsafety was outlined to be a top priority, specifically as it relates to education and enforcement. In response, the Traffic Division has dedicated itself to participating in education programs, targeting all children and adults alike. The Traffic Division has hired personnel to focus on these efforts specifically.

Through our work in education, both grant-funded and internally funded measures, we hope to prevent the tragic consequences of unsafe drivers, pedestrians, and impaired drivers. The educational efforts, in conjunction with ardent enforcement activities, will have a positive effect on our community and make the City of Santa Ana safer for everyone.

As part of other traffic safety measures, the City of Santa Ana will focus efforts on bicycle safety intended to reduce the number of bicyclists injured or killed in traffic crashes. Bicycle safety measures taken by providing bicycle helmets and informational events for the community will reduce bike crashes and other bicycle related injuries. During 2022, we had 4 bicyclists involved in a fatal traffic crash and had a total of 116 bicyclists injured in traffic crashes. In FY2024, we hope to reduce bicycle safety threats in the city and to accomplish this we aim to do the following:

Issue and properly fit helmets, distribute reflective arms bands as available and lights to reduce the number of bicyclists riding in our community without properly fit equipment while increasing their visibility among drivers.

The ways we distribute the equipment may include:

At bicycle safety events generally held at Teen Centers, schools, city parks, apartment complexes, mobile home parks, PD/substation, or Community Centers.

At the Santa Ana Police Department booth at City-wide special events (e.g., National Night Out). All of our major events have free bike parking. This is another area where staff will connect with folks who may arrive without the proper safety equipment.

In cooperation with our School Resource Officers and/or Probation Officer through individual contacts as a result of another incident.

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Education and outreach efforts have been made at apartment complexes, mobile home parks, Santa Ana Unified School District Schools and Charter Schools. In addition, we coordinate and partner with agencies to provide events such as Bike to School, Walk to School, National Night Out, and various City and Police events. During these events we provide bike lights and /or mobile reflective safety devices and bicycle helmet safety literature and distribute helmets.

Bicycle safety efforts have yielded the following so far, and we plan to continue these efforts:

Schools Attended: 63 / Community Contacts: 11,142
City-Wide Events: 59 / Community Contacts: 18,039
Bike Rodeos: 4
Helmets Distributed: 244
Wristbands Distributed: 700
Bike Lights Distributed: 700

2. PERFORMANCE MEASURES
A. Goals:

1. Reduce the number of persons killed in traffic crashes.

2. Reduce the number of persons injured in traffic crashes.

3. Reduce the number of pedestrians killed in traffic crashes.

4. Reduce the number of pedestrians injured in traffic crashes.

5. Reduce the number of bicyclists killed in traffic crashes.

6. Reduce the number of bicyclists injured in traffic crashes.

7. Reduce the number of persons killed in alcohol-involved crashes.

8. Reduce the number of persons injured in alcohol-involved crashes.

9. Reduce the number of persons killed in drug-involved crashes.

10. Reduce the number of persons injured in drug-involved crashes.

11. Reduce the number of persons killed in alcohol/drug combo-involved crashes.

12. Reduce the number of persons injured in alcohol/drug combo-involved crashes.

13. Reduce the number of motorcyclists killed in traffic crashes.

14. Reduce the number of motorcyclists injured in traffic crashes.

15. Reduce hit & run fatal crashes.

16. Reduce hit & run injury crashes.

17. Reduce nighttime (2100 - 0259 hours) fatal crashes.

18. Reduce nighttime (2100 - 0259 hours) injury crashes.

B. Objectives: Target Number

1. Issue a press release announcing the kick-off of the grant by November 15. The kick-off press releases and media advisories, alerts, and materials must be emailed to the OTS Public Information Officer at [email protected], and copied to your OTS Coordinator, for approval 14 days prior to the issuance date of the release.
1 2. Distribute and properly fit bicycle helmets at no cost to community members in need, at bicycle rodeos, schools, workshops, and community events. 125

3. Purchase bicycle helmets. 125

4. Participate and report data (as required) in the following campaigns; Quarter 1:

National Walk to School Day, National Teen Driver Safety Week, NHTSA Winter Mobilization; Quarter 3: National Distracted Driving Awareness Month, National Motorcycle Safety Month, National Bicycle Safety Month, National Click it or Ticket Mobilization; Quarter 4: NHTSA Summer Mobilization, National Child Passenger Safety Week, and California's Pedestrian Safety Month.
10 5.
and traffic officers to be on the lookout for identified repeat DUI offenders with a suspended or revoked license as a result of DUI convictions. Updated DUI BOLOs should be distributed to patrol and traffic officers monthly. 12 6. Send law enforcement personnel to the NHTSA Standardized Field Sobriety Testing (SFST) (minimum 16 hours) POST-certified training. 4 7. Send law enforcement personnel to the NHTSA Advanced Roadside Impaired Driving Enforcement (ARIDE) 16 hour POST-certified training. 2 City Council 25 – 7 11/21/2023
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8. Send law enforcement personnel to the Drug Recognition Expert (DRE) training. 2

9. Send law enforcement personnel to the DRE Recertification training. 2

10. Conduct DUI/DL Checkpoints. A minimum of 1 checkpoint should be conducted during the NHTSA Winter Mobilization and 1 during the Summer Mobilization. To enhance the overall deterrent effect and promote high visibility, it is recommended the grantee issue an advance press release and conduct social media activity for each checkpoint. For combination DUI/DL checkpoints, departments should issue press releases that mention DL's will be checked at the DUI/DL checkpoint. Signs for DUI/DL checkpoints should read "DUI/Driver's License Checkpoint Ahead." OTS does not fund or support independent DL checkpoints. Only on an exception basis and with OTS pre-approval will OTS fund checkpoints that begin prior to 1800 hours. When possible, DUI/DL Checkpoint screeners should be DRE- or ARIDE-trained.
10 11. Conduct DUI Saturation Patrol operation(s). 61

12. Conduct Warrant Service operation(s) targeting multiple DUI offenders who fail to appear in court.
4 13. Conduct Traffic Enforcement operation(s), including but not limited to, primary crash factor violations.
63 14. Conduct highly publicized Distracted Driving enforcement operation(s) targeting drivers using hand held cell phones and texting.
8 15. Conduct highly publicized Motorcycle Safety enforcement operation(s) in areas or during events with a high number of motorcycle incidents or crashes resulting from unsafe speed, DUI, following too closely, unsafe lane changes, improper turning, and other primary crash factor violations by motorcyclists and other drivers. 2 16. Conduct highly publicized pedestrian and/or bicycle enforcement operation(s) in areas or during events with a high number of pedestrian and/or bicycle crashes resulting from violations made by pedestrians, bicyclists, and drivers. 14 17. Conduct Traffic Safety educational presentation(s) with an effort to reach community members. Note: Presentation(s) may include topics such as distracted driving, DUI, speed, bicycle and pedestrian safety, seat belts and child passenger safety.
8 18. Conduct Know Your Limit campaigns with an effort to reach members of the community.
3 19. Participate in highly visible collaborative DUI Enforcement operations. 5

20. Participate in highly visible collaborative Traffic Enforcement operations. 4

21. Send law enforcement personnel to DUI Checkpoint Planning and Management training.
1 22. Conduct specialized enforcement operations focusing specifically on street racing and sideshow activities.
9 3. METHOD OF PROCEDURE
A. Phase 1 Program Preparation (1st Quarter of Grant Year) outlined in the objectives section.

All training needed to implement the program should be conducted in the first quarter.

All grant related purchases needed to implement the program should be made in the first quarter. convictions. Th
description, current license status, and the number of times suspended or revoked for DUI. DUI BOLOs should be updated and distributed to traffic and patrol officers at least monthly.

Implementation of the STEP grant activities will be accomplished by deploying personnel at high crash locations.

Media Requirements Issue a press release approved by the OTS PIO announcing the kick-off of the grant by November 15, but no sooner than October 1. The kick-off release must be approved by the OTS PIO and only distributed after the grant is fully signed and executed. If you are unable to meet the November 15 deadline to issue a kick-off press release, communicate reasons to your OTS coordinator and OTS PIO.

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B. Phase 2 Program Operations (Throughout Grant Year)
The department will work to create media opportunities throughout the grant period to call attention to the innovative program strategies and outcomes.

Media Requirements
The following requirements are for all grant-related activities:

Send all media advisories, alerts, videos, graphics, artwork, posters, radio/PSA/video scripts, storyboards, digital and/or print educational materials for grant-related activities to the OTS PIO at [email protected] for approval and copy your OTS coordinator. Optimum lead time would be 7 days before the scheduled release but at least 3 business days prior to the scheduled release date for review and approval is appreciated.

The OTS PIO is responsible for the approval of the design and content of materials. The agency understands OTS PIO approval is not authorizing approval of budget expenditure or cost. Any cost approvals must come from the Coordinator.

Pre-approval is not required when using any OTS-supplied template for media advisories, press releases, social media graphics, videos or posts, or any other OTS-supplied educational material.

However, copy the OTS PIO at [email protected] and your OTS coordinator when any material is distributed to the media and public, such as a press release, educational material, or link to social media post. The OTS-supplied kick-off press release templates and any kickoff press releases are an exception to this policy and require prior approval before distribution to the media and public.

If an OTS-supplied template, educational material, social media graphic, post or video is substantially changed, the changes shall be sent to the OTS PIO at [email protected] for approval and copy to your OTS Coordinator. Optimum lead time would be 7 days prior to the scheduled release date, but at least 3 business days prior to the scheduled release date for review and approval is appreciated.

Press releases, social media posts and alerts on platforms such as NextDoor and Nixle reporting immediate and time-sensitive grant activities (e.g. enforcement operations, day of event highlights or announcements, event invites) are exempt from the OTS PIO approval process. The OTS PIO and your Coordinator should still be notified when the grant-related activity is happening (e.g. car seat checks, bicycle rodeos, community presentations, DUI checkpoints, etc.).

Enforcement activities such as warrant and probation sweeps, court stings, etc. that are embargoed or could impact operations by publicizing in advance are exempt from the PIO approval process. However, announcements and results of activities should still be copied to the OTS PIO at [email protected] and your Coordinator with embargoed date and time or with sage in subject line of email.

Any earned or paid media campaigns for TV, radio, digital or social media that are part of a specific grant objective, using OTS grant funds, or designed and developed using contractual services by a subgrantee, requires prior approval. Please send to the OTS PIO at [email protected] for approval and copy your grant coordinator at least 3 business days prior to the scheduled release date.

Social media posts highlighting state or national traffic safety campaigns (Distracted Driving Month, Motorcycle Safety Awareness Month, etc.), enforcement operations (DUI checkpoints, etc.), or any other grant-related activity such as Bicycle rodeos, presentations, or events, are highly encouraged but do not require prior approval.

Submit a draft or rough-cut of all digital, printed, recorded or video material (brochures, posters, scripts, artwork, trailer graphics, digital graphics, social posts connected to an earned or paid media campaign grant objective) to the OTS PIO at [email protected] and copy your OTS Coordinator for approval prior to the production or duplication.

Use the following standard language in all press, media, and printed materials, space permitting:

Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration.

Space permitting, include the OTS logo on all grant-funded print materials, graphics and paid or earned social media campaign grant objective; consult your OTS Coordinator for specifics, format-appropriate logos, or if space does not permit the use of the OTS logo.

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Email the OTS PIO at [email protected] and copy your OTS Coordinator at least 21 days in advance, or when first confirmed, a short description of any significant grant-related traffic safety event or program, particularly events that are highly publicized beforehand with anticipated media coverage so OTS has sufficient notice to arrange for attendance and/or participation in the event.

If unable to attend, email the OTS PIO and coordinator brief highlights and/or results, including any media coverage (broadcast, digital, print) of event within 7 days following significant grantrelated event or program. Media and program highlights are to be reflected in QPRs.

Any press releases, work plans, scripts, storyboards, artwork, graphics, videos or any educational or informational materials that received PIO approval in a prior grant year needs to be resubmitted for approval in the current grant year.

Contact the OTS PIO or your OTS Coordinator for consultation when changes from any of the above requirements might be warranted.

C. Phase 3 Data Collection & Reporting (Throughout Grant Year)

1. Prepare and submit grant claim invoices (due January 30, April 30, July 30, and October 30)

2. Prepare and submit Quarterly Performance Reports (QPR) (due January 30, April 30, July 30, and October 30)
Collect and report quarterly, appropriate data that supports the progress of goals and objectives.

Provide a brief list of activity conducted, procurement of grant-funded items, and significant media activities. Include status of grant-funded personnel, status of contracts, challenges, or special accomplishments.

Provide a brief summary of quarterly accomplishments and explanations for objectives not completed or plans for upcoming activities.

Collect, analyze and report statistical data relating to the grant goals and objectives.

4. METHOD OF EVALUATION
Using the data compiled during the grant, the Gra
the fourth/final Quarterly Performance Report (QPR). The Final Evaluation should provide a brief summary d also include
whether goals and objectives were met, exceeded, or an explanation of why objectives were not completed.

5. ADMINISTRATIVE SUPPORT
This program has full administrative support, and every effort will be made to continue the grant activities after grant conclusion.

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State of California Office of Traffic Safety

GRANT AGREEMENT
Schedule B

GRANT NUMBER
PT24184

FUND NUMBER CATALOG

NUMBER (CFDA)

FUND DESCRIPTION TOTAL AMOUNT
164AL-24 20.608 Minimum Penalties for Repeat
Offenders for Driving While
Intoxicated
$445,000.00
402PT-24 20.600 State and Community Highway
Safety
$195,000.00

COST CATEGORY FUND
NUMBER

UNIT COST OR
RATE

UNITS TOTAL COST TO
GRANT
A. PERSONNEL COSTS

Straight Time
$0.00
Overtime
DUI/DL Checkpoints 164AL-24 $12,500.00 10 $125,000.00
DUI Saturation Patrols 164AL-24 $4,845.00 61 $295,545.00 Warrant Service Operations 164AL-24 $2,300.00 4 $9,200.00 Collaborative DUI Enforcement 164AL-24 $1,350.00 5 $6,750.00 Know Your Limit 164AL-24 $1,550.00 3 $4,650.00
Traffic Enforcement 402PT-24 $1,545.00 63 $97,335.00
Distracted Driving 402PT-24 $1,700.00 8 $13,600.00
Motorcycle Safety 402PT-24 $1,700.00 2 $3,400.00
Pedestrian and Bicycle Enforcement 402PT-24 $1,905.00 14 $26,670.00 Street Racing and Sideshow Enforcement
Operations
402PT-24 $3,710.00 9 $33,390.00
Collaborative Traffic Enforcement 402PT-24 $1,445.00 4 $5,780.00 Traffic Safety Education 402PT-24 $800.00 8 $6,400.00
Category Sub-Total $627,720.00
B. TRAVEL EXPENSES
In State Travel 402PT-24 $4,950.00 1 $4,950.00
$0.00
Category Sub-Total $4,950.00
C. CONTRACTUAL SERVICES
$0.00
Category Sub-Total $0.00
D. EQUIPMENT
$0.00
Category Sub-Total $0.00
E. OTHER DIRECT COSTS
DUI Checkpoint Supplies 164AL-24 $3,855.00 1 $3,855.00
Pedestrian/Bicycle Safety Items 402PT-24 $1,600.00 1 $1,600.00 Bicycle Helmets 402PT-24 $15.00 125 $1,875.00
Category Sub-Total $7,330.00
F. INDIRECT COSTS
$0.00
Category Sub-Total $0.00
GRANT TOTAL $640,000.00
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State of California Office of Traffic Safety

GRANT AGREEMENT
Schedule B-1

GRANT NUMBER
PT24184

BUDGET NARRATIVE

PERSONNEL COSTS
DUI/DL Checkpoints - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

DUI Saturation Patrols - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Warrant Service Operations - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Collaborative DUI Enforcement - Overtime for grant funded Collaborative DUI Enforcement operations conducted by appropriate department personnel
Know Your Limit - Overtime for grant funded traffic safety presentations or campaigns conducted by appropriate department personnel.

Traffic Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Distracted Driving - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Motorcycle Safety - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Pedestrian and Bicycle Enforcement - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Street Racing and Sideshow Enforcement Operations - Overtime for grant funded law enforcement operations conducted by appropriate department personnel.

Collaborative Traffic Enforcement - Overtime for grant funded Collaborative Traffic Enforcement operations conducted by appropriate department personnel
Traffic Safety Education - Overtime for grant funded traffic safety presentations or campaigns conducted by appropriate department personnel.

TRAVEL EXPENSES
In State Travel - Costs are included for appropriate staff to attend conferences and training events supporting the grant goals and objectives and/or traffic safety. Local mileage for grant activities and meetings is included. Anticipated travel may include the OTS Traffic Safety Law Enforcement Forum and the California Traffic Safety Summit. All conferences, seminars or training not specifically identified in the Budget Narrative must be approved by OTS. All travel claimed must be at the agency approved rate. Per Diem may not be claimed for meals provided at conferences when registration fees are paid with OTS grant funds.

CONTRACTUAL SERVICES
-

EQUIPMENT
-

OTHER DIRECT COSTS
DUI Checkpoint Supplies - On-scene supplies needed to conduct sobriety checkpoints. Costs may include 28" traffic cones, MUTCD compliant traffic signs, MUTCD compliant high visibility vests (maximum of 10), traffic counters (maximum of 2), generator, gas for generators, lighting, reflective banners, electronic flares, PAS Device/Calibration Supplies, heater, propane for heaters, fan, anti-fatigue mats, and canopies.

Additional items may be purchased if approved by OTS. The cost of food and beverages will not be reimbursed. Each item must have a unit cost of less than $5,000 (including tax and shipping).

Pedestrian/Bicycle Safety Items - Cost may include reflective arm and leg bands, tape, zipper pulls, bicycle headlights/taillights, and reflectors to be distributed at no cost during bicycle rodeos, presentations, workshops, trainings, and community events to increase safety and visibility. Additional items may be purchased if approved by OTS.

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Bicycle Helmets - Helmets to be distributed at no cost during bicycle rodeos and other bicycle safety related events. Cost per helmet not to exceed an average price of $15, including shipping, handling and tax. More expensive helmets may be purchased if approved by OTS.

INDIRECT COSTS
-

STATEMENTS/DISCLAIMERS
There will be no program income generated from this grant. informal, that a particular law
enforcement officer issue a specified or predetermined number of citations in pursuance of the goals and objectives here under.

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State of California Office of Traffic Safety

GRANT AGREEMENT
Exhibit A

GRANT NUMBER
PT24184
Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants (23 U.S.C. Chapter 4 or Section 1906, Public Law 109-59, as amended by Section 25024, Public Law 117-58) The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Grantee Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies, and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following:

GENERAL REQUIREMENTS
The State will comply with applicable statutes and regulations, including but not limited to:
23 U.S.C. Chapter 4 Highway Safety Act of 1966, as amended; Sec. 1906, Public Law 109-59, as amended by Sec. 25024, Public Law 117-58; 23 CFR part 1300 Uniform Procedures for State Highway Safety Grant Programs; 2 CFR part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; 2 CFR part 1201 Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

NONDISCRIMINATION
(applies to all subrecipients as well as States)
The State highway safety agency [and its subrecipients] will comply with all Federal statutes and implementing regulations relating to Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);
49 CFR part 21 (entitled Non-discrimination in Federally-Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964); 28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability) and 49 CFR part 27;
The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age);
The Civil Rights Restoration Act of 1987, (Pub. L. 100-209), (broadens scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition aid
recipients, subrecipients and contractors, whether such programs or activities are Federally-funded or not); Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131-12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR parts 37 and 38;
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (preventing discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations);
Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency (LEP));
Executive Order 13985, Advancing Racial Equity and Support for Underserved Communities through the Federal Government (advancing equity across the Federal Government); and Executive Order 13988, Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation (clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation).

The preceding statutory and
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In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:
be denied
the benefits of, or be otherwise subjected to discrimination under any program or activity, for which the Recipient receives Federal The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI of the Civil Rights Act of 1964 and other non-discrimination requirements (the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted.

SPECIFIC ASSURANCES
More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program:

1. 49 CFR part 21
will be (with regard to an facilitated,
in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations.

2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source:

Stat. 252, 42
U.S.C 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin

3. The Recipient will insert the clauses of appendix A and E of this Assurance (also referred in every contract or agreement subject to the Acts and the Regulations.

4. The Recipient will insert the clauses of appendix B of DOT Order 1050.2A, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient.

5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith.

6. That where the Recipient receives Federal financial assistance in the form of, or for the acquisition of, real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property.

7. That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and
b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.

8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods:
a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property.

9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub- grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance.

10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance.

By signing this ASSURANCE, the State highway safety agency also agrees to comply (and require any sub-recipients, sub-grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing NHTSA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by NHTSA. You must keep records, reports, and submit the material for review City Council 25 – 16 11/21/2023
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upon request to NHTSA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance.

The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Highway Safety Grant Program. This ASSURANCE is binding on the State highway safety agency, other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Highway Safety Grant Program. The person(s) signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient.

THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103)
The Subgrantee will provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace, and specifying the actions that will be taken against employees for violation of such prohibition;
b. Establishing a drug-free awareness program to inform employees about:

1. The dangers of drug abuse in the workplace;

2. The grantee's policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation, and employee assistance programs;

4. The penalties that may be imposed upon employees for drug violations occurring in the workplace;

5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph (a);
c. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will

1. Abide by the terms of the statement;

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction;
d. Notifying the agency within ten days after receiving notice under subparagraph (c)(2) from an employee or otherwise receiving actual notice of such conviction;
e. Taking one of the following actions, within 30 days of receiving notice under subparagraph (c)(2), with respect to any employee who is so convicted

1. Taking appropriate personnel action against such an employee, up to and including termination;

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; f. Making a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above.

POLITICAL ACTIVITY (HATCH ACT)
(applies to all subrecipients as well as States)
The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508), which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds.

CERTIFICATION REGARDING FEDERAL LOBBYING
(applies to all subrecipients as well as States)

CERTIFICATION FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, with its instructions;

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

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This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

RESTRICTION ON STATE LOBBYING
(applies to subrecipients as well as States)
None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities official
whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
(applies to all subrecipients as well as States)

INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION (STATES)

1. By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default or may pursue suspension or debarment.

4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.

6. The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction.

7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled Ineligibility and Voluntary Exclusion Lower Tier Covered provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/).

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate the transaction for cause or default.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

PRIMARY TIER COVERED TRANSACTIONS
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1. The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

2. Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal.

INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.

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

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

4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.

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

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled Ineligibility and Voluntary Exclusion Lower Tier Covered tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website ( https://www.sam.gov/).

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment.

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION

LOWER TIER COVERED TRANSACTIONS

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. City Council 25 – 19 11/21/2023 9/27/2023 9:22:31 AM Page 18 of 21

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

BUY AMERICA
(applies to subrecipients as well as States)
The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation.

CERTIFICATION ON CONFLICT OF INTEREST
(applies to subrecipients as well as States)

GENERAL REQUIREMENTS
No employee, officer, or agent of a State or its subrecipient who is authorized in an official capacity to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any subaward, including contracts or subcontracts, in connection with this grant shall have, directly or indirectly, any financial or personal interest in any such subaward. Such a financial or personal interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or personal interest in or a tangible personal benefit from an entity considered for a subaward. Based on this policy:

1. The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents. a. The code or standards shall provide that the recipient's officers, employees, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential subawardees, including contractors or parties to subcontracts.
b. The code or standards shall establish penalties, sanctions, or other disciplinary actions for violations, as permitted by State or local law or regulations.

2. The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct.

DISCLOSURE REQUIREMENTS
No State or its subrecipient, including its officers, employees, or agents, shall perform or continue to perform under a grant or cooperative agreement, whose objectivity may be impaired because of any related past, present, or currently planned interest, financial or otherwise, in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities. Based on this policy:

1. The recipient shall disclose any conflict of interest identified as soon as reasonably possible, making an immediate and full disclosure in writing to NHTSA. The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict.

2. NHTSA will review the disclosure and may require additional relevant information from the recipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict.

3. Conflicts of interest that require disclosure include all past, present, or currently planned organizational, financial, contractual, or other interest(s) with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities, and which are related to this award. The interest(s) that require disclosure include those of any recipient, affiliate, proposed consultant, proposed subcontractor, and key personnel of any of the above. Past interest shall be limited to within one year of the date of award. Key personnel shall include any person owning more than a 20 percent interest in a recipient, and the officers, employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.

PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States)
The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists.

City Council 25 – 20 11/21/2023
9/27/2023 9:22:31 AM Page 19 of 21

POLICY ON SEAT BELT USE
In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Grantee is encouraged to adopt and enforce on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety (NETS), a public-private partnership dedicated to improving the traffic safety practices of employers and employees. You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org. The NHTSA website (www.nhtsa.gov) also provides information on statistics, campaigns, and program evaluations and references.

POLICY ON BANNING TEXT MESSAGING WHILE DRIVING
In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10, Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving companyowned or rented vehicles, Government-owned, leased or rented vehicles, or privately-owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting while driving.

City Council 25 – 21 11/21/2023
9/27/2023 9:22:31 AM Page 20 of 21

INSTRUCTIONS FOR ADDING OR UPDATING GEMS USERS

1. Each agency is allowed a total of FIVE (5) GEMS Users.

2. GEMS Users listed on this form will be authorized to login to GEMS to complete and submit Quarterly Performance Reports (QPRs) and reimbursement claims.

3. Complete the form if adding, removing or editing a GEMS user(s).

4. The Grant Director must sign this form and return it with the Grant Agreement.

CURRENT GEMS USER(S)

1. Kanan Blake
Title: Sergeant Media Contact: No
Phone: (714) 245-8200
Email: [email protected]

2. Leo Martinez
Title: Management Analyst Media Contact: No
Phone: (714) 245-8405
Email: [email protected]

3. Damian Moreno
Title: Police Officer Media Contact: No
Phone: (714) 245-8200
Email: [email protected]

4. Richard Shin
Title: Sergeant Media Contact: Yes
Phone: (714) 245-8294
Email: [email protected]
State of California Office of Traffic Safety
OTS-55 Grant Electronic Management System (GEMS) Access Exhibit C

GRANT NUMBER
PT24184

GRANT DETAILS
Grant Number: PT24184
Agency Name: Santa Ana Police Department
Grant Title: Selective Traffic Enforcement Program (STEP) Agreement Total: $640,000.00
Authorizing Official: Kristine Ridge
Fiscal Official: Alexander Trinidad
Grant Director: Joseph Marty
City Council 25 – 22 11/21/2023
9/27/2023 9:22:31 AM Page 21 of 21
Complete the below information if adding, removing or editing a GEMS user(s) GEMS User 1
Add/Change {{[]c11_es_:signer1}} Remove Access {{[] c12_es_:signer1}} Add as a media contact? Yes {{[]c1_es_:signer1}} No{{[]c2_es_:signer1}} {{UserName1_es_:signer1 }} {{UserTitle1_es_:signer1 }}
Name Job Title
{{UserEmail1_es_:signer1 }} {{UserPhone1_es_:signer1 }} Email address Phone number
GEMS User 2
Add/Change {{[]c13_es_:signer1}} Remove Access {{[]c14_es_:signer1}} Add as a media contact? Yes {{[]c3_es_:signer1}}No {{[]c4_es_:signer1}} {{UserName2_es_:signer1 }} {{UserTitle2_es_:signer1 }}
Name Job Title
{{UserEmail2_es_:signer1 }} {{UserPhone2_es_:signer1 }} Email address Phone number
GEMS User 3
Add/Change {{[]c15_es_:signer1}} Remove Access {{[]c16_es_:signer1}} Add as a media contact? Yes {{[]c5_es_:signer1}}No {{[]c6_es_:signer1}} {{UserName3_es_:signer1 }} {{UserTitle3_es_:signer1 }}
Name Job Title
{{UserEmail3_es_:signer1 }} {{UserPhone3_es_:signer1 }} Email address Phone number
GEMS User 4
Add/Change {{[]c17_es_:signer1}} Remove Access {{[]c18_es_:signer1}} Add as a media contact? Yes {{[] c8_es_:signer1}}No {{[]c7_es_:signer1}} {{UserName4_es_:signer1 }} {{UserTitle4_es_:signer1 }}
Name Job Title
{{UserEmail4_es_:signer1 }} {{UserPhone4_es_:signer1 }} Email address Phone number
GEMS User 5
Add/Change {{[]c19_es_:signer1}} Remove Access {{[]c20_es_:signer1}} Add as a media contact? Yes {{[] c9_es_:signer1}}No {{[]c10_es_:signer1}} {{UserName5_es_:signer1 }} {{UserTitle5_es_:signer1 }}
Name Job Title
{{UserEmail5_es_:signer1 }} {{UserPhone5_es_:signer1 }} Email address Phone number
Form completed by: {{Sig_es_:signer1:signature}} Date: {{Dte1_es_:signer1:date}} As a signatory I hereby authorize the listed individual(s) to represent and have GEMS user access. {{Sig_es_:signer2:signature}} {{Name1_es_:signer2:fullname }} Signature Name
{{Dte2_es_:signer2:date}} Grant Director
Date Title
City Council 25 – 23 11/21/2023
Police Department
www.santa-ana.org/police
Item # 26
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: FY 2023 Edward Byrne Memorial Justice Assistance Grant

AGENDA TITLE
Approve Memorandum of Understanding and Appropriation Adjustment Accepting the FY 2023 Edward Byrne Memorial Justice Assistance Grant (Non-General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager and the Chief of Police to execute a Memorandum of Understanding with the County of Orange, Sheriff’s Department accepting the 2023 Edward Byrne Memorial Justice Assistance Grant in the amount of $110,336, subject to non-substantive changes approved by the City Manager and City Attorney.

2. Approve an appropriation adjustment recognizing $110,336 in the Law Enforcement Grants revenue account and appropriate same to the Byrne Justice Assistance expenditure accounts. (Requires five affirmative votes.) GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Edward Byrne Memorial Justice Assistance Grant (JAG) program provides federal criminal justice funding to state and local jurisdictions, and it is administered by the U.S.

Department of Justice, Bureau of Justice Assistance (BJA). Since 2005 BJA has funded over 24,000 JAG awards totaling over $7.6 billion. JAG awards are based on a statutory formula that equally weighs the City's share of violent crime and population according to statistics from the Bureau of Justice Statistics (BJS). BJA requires the County to function as the applicant/fiscal agent to apply for, receive, and administer the funds on behalf of all cities.

The Santa Ana Police Department recently applied for and has been awarded a grant in the amount of $110,336 for the FY 2023 JAG program. The County accepted the 2023 JAG award on October 17, 2023, covering the performance period of October 1, 2022 through September 30, 2026. The Police Department will use JAG funding to support City Council 26 – 1 11/21/2023
FY 2023 Edward Byrne Memorial Justice Assistance Grant
November 21, 2023