Agenda packet — Santa Ana City Council, February 20, 2024 (part 5 of 7)

City Council 40 – 4 2/20/2024
through the life of the Term. Any partial month shall be prorated at $346.00 per day. In the event Tenant elects to exercise any of the optional twelve (12) one-month extensions, the monthly lease will increase to $13,469.00, with any partial month prorated at $449.00 per day. All payments of Rent and other sums due to Landlord hereunder shall be made payable to “The City of Santa Ana” and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza, PO Box 1988, Santa Ana, CA 92702. A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10TH of the month. Landlord and Tenant hereby agree that Rent for any Extension Period, if the option for such is exercised, shall be subject to a CPI adjustment annually on the anniversary of the commencement date of the term hereof.

7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over, then the Rent shall be increased to 150% of the Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month subject to the terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other.

8. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant’s use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as Tenant is not in monetary default as defined hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging.

9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM:

Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition except, however, ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the negligence of Tenant.

10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord.

11. TENANT'S REPAIRS, ALTERATIONS AND FIXTURES: Except for reasonable wear and tear, Landlord agrees at Landlord’s expense to (1) provide general building maintenance, and (2) maintain in good repair the foundation, retaining walls and structural soundness of the Premises. Landlord agrees to keep the Premises in good repair, including the plumbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord approval, Tenant may make

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City Council 40 – 5 2/20/2024
and pay for any renovations, alterations and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good and workmanlike manner and in such fashion as not to diminish the value of the building, and that no such alterations shall compromise the structural integrity of the Premises. All improvements, additions, alterations, and repairs shall be in accordance with applicable laws and at Tenant’s own expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs made by Tenant. It shall be Tenant’s ’s duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant.

On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease or any Extension Period, Tenant shall be required to return the premises in the same condition upon commencement of lease except for normal wear and tear.

Tenant may paint the interior of the Premises and may also paint, erect or authorize the installation of “temporary signs” in accordance with a signage plan that is pre-approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Term or any Extension Period of this Lease.

12. MAINTENANCE: Landlord shall provide at its own cost and expense janitorial services for the Premises. Janitorial supplies and services shall be provided on a five-day-per-week basis.

13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws, rules, regulations and ordinances of any and all applicable governmental entities (the “Governmental Laws”) applying to the physical condition of the Premises and the building located thereon and arising solely from Tenant's conduct of business. TENANT ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (CASP).

14. UTILITIES: Landlord agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Term and any Extension Period, including charges or assessments for water, sewer, gas, heat, electricity, garbage disposal and trash disposal.

15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing, or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein.

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City Council 40 – 6 2/20/2024

16. INDEMNITY: Tenant shall indemnify, defend, and hold harmless City, and its respective agents, representatives, employees, subsidiaries and affiliates (“Covered Parties”) from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Tenant’s use of the Premises, the entry by any Tenant Party on the License Area or surrounding property, or Tenant’s breach or default in the performance of any of its obligations under this Agreement; provided, however, that Tenant will not be obligated to indemnify the Covered Parties from any claims arising solely from the gross negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Tenant, upon receipt of written notice from Covered Party, shall defend the same at Tenant’s expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of this Section 16 shall survive the termination or expiration of this Agreement.

17. INSURANCE: Throughout the Term or any Extension Period, Tenant shall maintain insurance as described below:

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

Commercial General Liability (CGL) Insurance Services Office Form CG 00 01 coverage CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence, and $4,000,000 in the aggregate.

Worker’s Compensation insurance as required by the State of California, with statutory limits and Employer’s Liability insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (This applies to Tenants with one or more employees.) Property Insurance against all risks of loss to any tenant improvements or betterments, as full replacement cost with no coinsurance penalty provision.

These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If the Tenant 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 the higher limits maintained by the Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The insurance provided under this contract shall not contain any restrictions or limitations which are inconsistent with City’s rights under this contract.

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

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City Council 40 – 7 2/20/2024
Additional Insured Status: The City of Santa Ana, its City Council, its officers, officials, employees, agents, 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 Tenant including materials, parts, or equipment furnished in connection withsuch work or operations.

General liability coverage can be provided in the form of an endorsementto the Tenant’s insurance at least as broad as ISO Form CG 20 10.

Primary Coverage: For any claims related to this contract, Tenant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its City Council, its officers, officials, employees, agents, and volunteers. Any insurance or selfinsurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall be excess of the Tenant’s insurance and shall notcontribute with it.

Severability of Interests (Cross-Liability): A severability of interest provision must apply for all the additional insureds, ensuring that Tenant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

Legal Liability Coverage: The property insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 4004 02 or equivalent) with a limit equal to the replacement cost of the leased property.

Notice of Cancellation/Change in Coverage: Each insurance policy required above shall provide that coverage shall not be canceled suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to the City. Ten (10) days prior written notice shall apply in the event of cancellation or non-payment of premium. Prior written notice shall be sent to City pursuant to the Notices provision of this contract.

Waiver of Subrogation: Tenant hereby grants to City a waiver of any right to subrogation which any insurer of said Tenant may acquire against “City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers” by virtue of the payment of any loss under such insurance. Tenantagrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.

Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A: VII. The current A.M. Best rating for each insurer shall be noted on the Certificate(s) of Insurance.

Self-Insured Retentions: Self-insured retentions must be declared to and approved by City.

The City may require Tenant 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.

Certificate Holder: Certificate Holder on each insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701.

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City Council 40 – 8 2/20/2024
Verification of Coverage: Tenant shall furnish City with original Certificate(s) of Insurance and all required amendatory endorsements or copies of the applicable policy language effecting coverage requiredby this clause and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before occupying the premises. A statement on a Certificate(s) of Insurance will not be accepted in lieu of the actual endorsements required herein.

All Certificates of Insurance and endorsements are to be received and approved by City before Tenant is to occupy the premises. However, failure to obtain the required documents prior to the work beginning shall not waive the Tenant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurancepolicies, including endorsements, required by these specifications, at any time.

Failure to Maintain Insurance Coverage: If Tenant, for any reason, fails to maintain insurance coverage which is required pursuant to this contract, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this contract at any time and obtain damages from Tenant resulting from said breach. Alternatively, City may purchase such coverage (but has no obligation to do so), and seeks reimbursement for such cost of insurance premiums from Tenant.

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

18. DAMAGE BY CASUALTY
a. In the event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord.
b. If the Premises, through no fault of Tenant, its agents, employees, invitees, or visitors, shall be partially destroyed by fire or other casualty so as to render the Premises untenantable as reasonably determined by Landlord, Rent shall abate in proportion to the percentage of square footage of the Premises rendered unusable until such time as the Premises are made tenantable as reasonably determined by Landlord. The entire Premises shall be made tenantable by Landlord’s diligent repair within sixty (60) days following the fire or casualty incident.
c. Except where Landlord is not obligated to repair or rebuild the Building or the Premises, Landlord will use due diligence to repair or rebuild the same (except that Landlord will have no obligation to repair or replace any alteration, addition, or improvements to the Premises other than the Tenant Improvements installed at Landlord's expense which will be repaired only to the level of Building Standard Improvements).
d. In the event of (i) the total destruction of the Premises, (ii) the partial destruction of the Premises or the Building where the same is so damaged that it cannot, in Landlord's

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City Council 40 – 9 2/20/2024
reasonable opinion, be repaired within sixty (60) days of the occurrence of such damage, or (iii) damage or destruction as a result of any casualty for which insurance proceeds are not available to pay 100% of the cost of repair or rebuilding, Landlord will have no obligation to repair or rebuild the Premises or the Building. Landlord will make its determination whether to repair or rebuild within sixty (60) days of the occurrence of such damage or destruction. Upon notification to Tenant of Landlord's decision not to repair or rebuild, this Lease shall terminate. In such an event, Tenant shall be reimbursed by Landlord any rent monies transferred from Tenant to Landlord during this sixty (60) day period within fourteen (14) days after the termination of the lease.

19. EMINENT DOMAIN:
a. If (i) all or part of the Premises, the building located thereon, or (ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable in the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGES THAT LANDLORD’S

EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY

THIS PARAGRAPH SHALL NOT ENTITLE TENANT TO ANY RIGHTS

OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS
RELATED TO CONDEMNATION OR INVERSE CONDEMNATION.
b. If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance.
c. Tenant reserves unto itself the right to prosecute Tenant’s claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant’s improvements and Tenant’s fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal, relocation, and replacement costs and expenses caused by such appropriation or taking, and Tenant may file such claims as are permitted by law for the loss of its

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City Council 40 – 10 2/20/2024
leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease.

20. LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant.

21. PARKING AREA: Tenant acknowledges that Landlord has entered into an agreement with the Orange County Transportation Authority for the construction of the OC Streetcar at SARTC, which is under construction. Such construction may affect the number of parking spaces available at any one time, though it is not possible to determine the precise effect at the time of this Lease. Surface Parking Lots 1 and 2 allow up to 72-hour parking. Landlord will provide parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If the parking structure at SARTC is full, Tenant and Tenant's agents, employees, customers and invitees must use the surface lots at SARTC.

22. TENANT'S DEFAULT:
a.
b.

If Tenant shall default in payment of Rent, when due, Landlord shall forward written notice, pursuant to Section 24, of such default to Tenant, and the failure of Tenant to cure such default within seven (7) days after the date of receipt of such notice shall, at the sole option of Landlord, cause the termination of this Lease.

If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice, pursuant to Section 24, of such default, and if Tenant shall fail to cure such default within thirty (30) days after receipt of such notice, Landlord at its sole option, shall cause the termination of this Lease immediately.

23. HAZARDOUS SUBSTANCES:
a. As used herein, the term "Hazardous Substances" shall mean, without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead-based paint, asbestos or petroleum derivative substances), or material defined as such in (or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such

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City Council 40 – 11 2/20/2024
substances or materials or any amendments or successor statutes with respect to any of the foregoing.
b. During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs, expenses, claims and damages, including, but not limited to, attorneys' fees and costs of remediation, arising from Tenant's breach of any of the representations and warranties contained in this Section.

24. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to this Lease 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, to the following persons.

TO TENANT: TO CITY:

Aldridge Electric, Inc.

Attn: Gene Huebner
844 E. Rockland Rd.

Libertyville, IL 60048
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
Santa Ana, California 92701
Attention: Executive Director of Public Works
Agency
AND
City Clerk
City of Santa Ana
20 Civic Center Plaza (M29)
Santa Ana, California 92701
A party may change its address by giving notice in writing to the other party at least 15 days prior to the effective change. 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. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

25. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No other use of the Premises shall be permitted without written consent of Landlord.

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City Council 40 – 12 2/20/2024

26. GENERAL PROVISIONS:
a. This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of Suite 300 contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise, between or among the parties with respect to the matters contained herein. b. This Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legatees, distributes, legal representatives, successors and assigns. c. This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation, warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. d. If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof, the successful or prevailing party or parties shall be entitled to recover attorneys’ fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. e. The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other rule of strict construction shall be used against any party. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as fully as if copied herein verbatim. f. This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. g. The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease.
h. Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof.
i. If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if

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City Council 40 – 13 2/20/2024
such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid.
j. Time is of the essence in the performance of each party’s respective obligations. k. This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties.
l. Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively.
m. All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. n. All periods of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. o. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. [signatures contained on following page]

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SIGNATURE PAGE FOR LEASE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND ALDRIDGE ELECTRIC, INC. FOR USE OF THE SANTA ANA

REGIONAL TRANSPORTATION CENTER FACILITIES
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above.

ATTEST: CITY OF SANTA ANA
_____________________________
Jennifer L. Hall
_______________________________
Thomas Hatch
City Clerk Interim City Manager

APPROVED AS TO FORM
Sonia R. Carvalho
ALDRIDGE ELECTRIC, INC.

City Attorney
_________________________________
By: Gene Huebner
Assistant City Attorney Chief Financial Officer

RECOMMENDED FOR APPROVAL
_____________________________
Nabil Saba, PE
Executive Director
Public Works Agency

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City Council 40 – 15 2/20/2024

EXHIBIT A

THE PREMISES
City Council 40 – 16 2/20/2024
City Council 40 – 17 2/20/2024

EXHIBIT B

ADDITIONAL LEASE CONDITIONS
City Council 40 – 18 2/20/2024

ADDITIONAL LEASE CONDITIONS
• SARTC business hours are seven days a week from 5AM to midnight and there is on-site security 24/7. If tenant needs to access tenant space during non-business hours, they will need to contact the security guard on duty at (714) 912-3494.
•
•
Tenant must provide SARTC Property Management Office with a point of contact for regular business house and after hours.

Tenant has the ability to terminate with 30-day notice.

City Council 40 – 19 2/20/2024
Public Works Agency
www.santa-ana.org/public-works
Item # 41
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 20, 2024
TOPIC: Automotive, Motorcycle, Truck, and Heavy Equipment Repair Services

AGENDA TITLE
Approve Agreements for Automotive, Motorcycle, Truck, and Heavy Equipment Repair Services in an Aggregate Amount Not to Exceed $2,500,000 (Specification No. 23-098) (Non-General Fund).

RECOMMENDED ACTION
Authorize the City Manager to execute agreements with the vendors listed below to provide automotive, motorcycle, truck, and heavy equipment repair services in an annual aggregate amount not to exceed $500,000, and total aggregate amount not to exceed $2,500,000 for an initial three-year term beginning February 20, 2024 and expiring February 19, 2027, with provisions for two, 1-year extensions (Core Agreement No. A-2024-XXX).

Vendor Name Location
Santa Ana Guaranty Chevrolet Motors, Inc. Santa Ana, CA Joe MacPherson Ford dba AutoNation Ford Tustin Tustin, CA Bragg Investment Company, Inc. dba Coastline Equipment Long Beach, CA Elite Automotive Services, LLC Lake Forest, CA
Fleetworks, Inc. Santa Fe Springs, CA
Seavco dba Irv Seaver Motorcycles Orange, CA
Los Angeles Truck Centers, LLC dba Velocity Truck Centers Whittier, CA Cerritos Ford, Inc. dba Norm Reeves Ford Superstore Cerritos, CA Plumbers Depot Inc. Hawthorne, CA
R. C. A. Investments, Inc. dba Long Beach BMW
Motorcycles
Long Beach, CA
Cerritos Ford, Inc. dba Tuttle-Click Ford Lincoln Irvine, CA GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency’s Parks, Fleet, and Facilities Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The existing City fleet comprises of over 700 vehicles and equipment that require preventative maintenance and unscheduled repair services. Such unscheduled City Council 41 – 1 2/20/2024
Automotive, Motorcycle, Truck, and Heavy Equipment Repair Services February 20, 2024

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repairs routinely require outside experts to diagnose and provide repair services. This ensures the highest level of fleet service and support to the City’s various departments.

The Request for Proposals (RFP) No. 23-098 was issued on August 29, 2023 on the City’s online bid management and publication system, Planetbids. A summary of vendor participation and results is as follows:
76 Vendors notified
2 Santa Ana vendors notified
25 Vendors downloaded the bid packet
15 Proposals received
3 Proposals received from Santa Ana
vendors
Proposals were solicited, opened on October 26, 2023, and evaluated. Fifteen proposals were submitted by the RFP deadline and 11 were determined to be responsible, responsive to the specifications, and met the City’s requirements. The proposals submitted by Leon’s Transmissions, Mr. D’s Automotive, Pomeroy’s Muffler Inc., and Theodore Robins Ford were deemed non-responsive due to incomplete submissions and did not meet RFP specifications. The selection committee with experience in fleet automotive, motorcycle, truck, and heavy equipment repairs evaluated all proposals.

Staff recommends awarding agreements to the 11 responsible, responsive firms to ensure sufficient resources are available based on the City’s projected needs. The proposals submitted by the selected firms demonstrated the necessary expertise, capacity, and experience in one to all four repair categories as specified in the RFP.

Additionally, the rates provided by the firms are reasonable, within industry standard, and provide the best value for the City.

Local Outreach Efforts
The Purchasing Division advertised this project on the City’s online bid management and publication system, which directly notified two Santa Ana vendors. Additionally, Purchasing Staff performed supplemental outreach by personally contacting recommended local vendors by telephone and email to notify them of the bidding opportunity, provide registration instructions, and other general information about the bidding process. Three vendors downloaded the RFP and submitted a proposal for consideration.

FISCAL IMPACT
Funding is available in the FY 2023-24 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration. The following table summarizes the funds budgeted and available for expenditure to deliver agreement services.

City Council 41 – 2 2/20/2024
Automotive, Motorcycle, Truck, and Heavy Equipment Repair Services February 20, 2024

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Fiscal
Year
Accounting
UnitAccount #
Fund
Description
Accounting Unit,
Account Description
Amount
2023-24
(Feb-Jun)
07517100-
62322
Fleet
Maintenance

EQUIP MAINT-GARAGE

OPERATION,
Maintenance & Repair
Machinery & Equipment
$181,034
2024-25 07517100-
62322
Fleet
Maintenance

EQUIP MAINT-GARAGE

OPERATION,
Maintenance & Repair
Machinery & Equipment
$500,000
2025-26 07517100-
62322
Fleet
Maintenance

EQUIP MAINT-GARAGE

OPERATION,
Maintenance & Repair
Machinery & Equipment
$500,000
2026-27 07517100-
62322
Fleet
Maintenance

EQUIP MAINT-GARAGE

OPERATION,
Maintenance & Repair
Machinery & Equipment
$500,000
2027-28 07517100-
62322
Fleet
Maintenance

EQUIP MAINT-GARAGE

OPERATION,
Maintenance & Repair
Machinery & Equipment
$500,000
2028-29
(Jul-Feb)
07517100-
62322
Fleet
Maintenance

EQUIP MAINT-GARAGE

OPERATION,
Maintenance & Repair
Machinery & Equipment
$318,966
TOTAL $2,500,000

EXHIBIT(S)

1. Agreement with Santa Ana Guaranty Chevrolet Motors, Inc.

2. Agreement with Joe MacPherson Ford dba AutoNation Ford Tustin

3. Agreement with Bragg Investment Company, Inc. dba Coastline Equipment

4. Agreement with Elite Automotive Services, LLC

5. Agreement with Fleetworks, Inc.

6. Agreement with Seavco dba Irv Seaver Motorcycles

7. Agreement with Los Angeles Truck Centers, LLC dba Velocity Truck Centers

8. Agreement with Cerritos Ford, Inc. dba Norm Reeves Ford Superstore

9. Agreement with Plumbers Depot, Inc.

10. Agreement with R. C. A. Investments Inc. dba Long Beach BMW Motorcycles

11.Agreement with Cerritos Ford, Inc. dba Tuttle-Click Ford Lincoln City Council 41 – 3 2/20/2024
Automotive, Motorcycle, Truck, and Heavy Equipment Repair Services February 20, 2024

Page 4 ends

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Tom Hatch, Interim City Manager
City Council 41 – 4 2/20/2024

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AGREEMENT WITH GUARANTY CHEVROLET MOTORS, INC. TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Guaranty Chevrolet Motors, Inc., a California corporation (“Contractor”) 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”).

RECITALS
A. On August 29, 2023, the City issued Request for Proposal No. 23-098 seeking proposals from qualified contractors to provide automotive, motorcycle, and truck repair services for city-owned fleet vehicles to the Public Works Agency, Parks, Fleet, Facilities Division, on an as-needed basis.

B. Contractor submitted a responsive proposal that was amongst one of the eleven (11) vendors selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in the RFP.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting 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
Contractor 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 Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. The total aggregate sum for services, provided by all eleven (11) Contractors selected under RFP 23-098, shall not exceed $2,500,000 for the entire term of this Agreement, including any extension periods exercised by the parties, as detailed below. The annual aggregate amount, available to all the selected Contractors, shall not exceed $500,000. b. Costs for parts required to provide services may be subject to change. Increased costs for parts shall not affect the compensation amounts detailed in Section 2.a. Increase to the compensation amount may only be increased by amendment subject to approval by EXHIBIT 1
City Council 41 – 5 2/20/2024

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the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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.

3. TERM
This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.

4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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 Contractor under this Agreement (“Documents & Data”). Contractor 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.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor 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.

City Council 41 – 6 2/20/2024

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6. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the duration of this Agreement:
a. Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL). Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (2) Garage Keepers Legal Liability. With limits no less than $75,000 per occurrence.
(3) Automobile Liability. ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.
(4) 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.
(5) Broader Coverage. 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 the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions
(1) 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 connectionwith 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 if notavailable, 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).

City Council 41 – 7 2/20/2024

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(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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 Contractor’s insurance and shall not contribute with it.
(3) Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (4) Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation that 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. (5) Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. The Citymay 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 policy language shall provide, or be endorsed to provide, that the selfinsured retention may be satisfied by either the named insured or City. (6) 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.
(7) Verification of Coverage. Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. 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.
(8) Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.

City Council 41 – 8 2/20/2024

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

7. INDEMNIFICATION
Contractor 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 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 Contractor 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
Contractor 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 Contractor to the City pursuant to this Agreement.

9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor 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 Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor 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. Contractor 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 Contractor under this Agreement.

City Council 41 – 9 2/20/2024

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10. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Contractor 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
Contractor 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. Contractor 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 Contractor 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.

City Council 41 – 10 2/20/2024

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14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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 the City or Contractor upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor 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 Contractor 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
Contractor 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. Contractor shall notify the City immediately and City Council 41 – 11 2/20/2024

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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:

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
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 Guaranty Chevrolet Motors, Inc.

Attn: Bruce Hamlin
711 E. 17th St.

Santa Ana, CA 92701
City Council 41 – 12 2/20/2024
City Council 41 – 13 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 14 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

I. SERVICE
A. Contractor(s) shall provide all parts, labor, non-consumable material and equipment necessary to perform automotive repairs on both domestic and foreign vehicles as indicated in Exhibit III.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

12. Other various repair and replacement of parts for cars, trucks, electric vehicles & motorcycles
B. Contractor must provide written estimates for repairs needed and obtain City approval prior to performing work on any vehicles. The City shall not pay for any unauthorized repairs. If additional work is requested after initial repairs have been made, the Contractor must contact appraiser and the City for further approval. All old parts must be returned to the City.

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

II. SECURITY
Contractor shall be held responsible for any damage or theft to city vehicles while on the vendor’s premises/possession. Should such incidents occur, the vendor would be required to reimburse the City and/or repair the damage at no cost to the City.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 15 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

A. Vehicle plate number;
B. Number of hours (per/man) utilized in performing repairs; C. Complete list of parts used with list price, the discount as shown on Cost Proposal, and resulting net price;
D. Name of City staff requesting service:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 16 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 17 2/20/2024
City Council 41 – 18 2/20/2024

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AGREEMENT WITH AUTONATION FORD TUSTIN TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Joe MacPherson Ford, a California corporation dba AutoNation Ford Tustin, (“Contractor”), 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”).

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:

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the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 20 2/20/2024

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City Council 41 – 21 2/20/2024

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(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 22 2/20/2024

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

City Council 41 – 23 2/20/2024

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City Council 41 – 24 2/20/2024

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15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor 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 Contractor 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.

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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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

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 AutoNation Ford Tustin
Attn: General Manager
2 Auto Center Drive
Tustin CA 92782
City Council 41 – 26 2/20/2024
City Council 41 – 27 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 28 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 29 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 30 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 31 2/20/2024
City Council 41 – 32 2/20/2024

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AGREEMENT WITH COASTLINE EQUIPMENT TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Bragg Investment Company, Inc., a California corporation dba Coastline Equipment (“Contractor”), 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”).

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:

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the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 34 2/20/2024

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City Council 41 – 35 2/20/2024

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(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 36 2/20/2024

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

City Council 41 – 37 2/20/2024

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City Council 41 – 38 2/20/2024

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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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

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 Coastline Equipment
Attn: Branch Manager
P.O. Box 22732
Long Beach, CA 90801-5732
City Council 41 – 40 2/20/2024
City Council 41 – 41 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 42 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 43 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 44 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 45 2/20/2024
Pricing Proposal:

Labor Rates:
-Shop hourly labor rate is $175.
-Field hourly labor rate is $205.

Parts Pricing:
-Parts markup on manufacturer list price.

Hauling:
-Equipment hauling hourly rate is $155.

City Council 41 – 46 2/20/2024

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#356336v1

AGREEMENT WITH ELITE AUTOMOTIVE SERVICES LLC TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Elite Automotive Services LLC, a California limited liability company (“Contractor”), 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”).

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:

Page 2 of 9 ends

#356336v1
the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 48 2/20/2024

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City Council 41 – 49 2/20/2024

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(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 50 2/20/2024

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

City Council 41 – 51 2/20/2024

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City Council 41 – 52 2/20/2024

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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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

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 Elite Automotive Services, LLC
Attn: Ziad Traieh, CEO
26801 Vista Terrace
Lake Forest, CA 92630
Email: [email protected]
City Council 41 – 54 2/20/2024

Page 9 of 9 ends

#356336v1
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.

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 Thomas R. Hatch
City Clerk Interim City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONTRACTOR:

City Attorney
By:

Brandon Salvatierra Ziad Traieh
Deputy City Attorney CEO
RECOMMENDED FOR APPROVAL:

Nabil Saba, P.E.

Executive Director
Public Works Agency
City Council 41 – 55 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 56 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 57 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 58 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 59 2/20/2024
Fire Authority Point of Contact: James Aguila
Phone: 714-573-6658
Email: [email protected]
City of Lake Forest
Duration: 2012-2014
Services Provided: We provided all vehicle maintenance services for thirty-two types of vehicles, including Ford, Chevy,
We are honored to present these references as a testament to our extensive experience and unwavering commitment to excellence. We look forward to bringing the same level of dedication and service quality to our partnership with the City of Santa Ana.

Cost Proposal
In this section, we outline our pricing structure, emphasizing transparency, quality, and cost-effectiveness, in alignment with the City of Santa Ana's needs. Our commitment to delivering exceptional service is reflected in the following pricing details:

Pricing Adjustments:

In response to the City of Santa Ana's requirement for firm pricing, we commit to maintaining consistent pricing during the initial one-year contract period. Furthermore, we acknowledge the City's expectation of detailed supporting documentation for any proposed price increases during renewal periods.

For transparency and adherence to these requirements, we outline our approach to pricing adjustments:

Fixed Hourly Labor Rate: Our fixed hourly labor rate is set at $95.00 per hour. This rate includes all labor, supervision, and equipment necessary to perform the work under this contract. This transparent and fixed rate ensures predictability for our clients.

Use of OEM Parts with Three-Year, 36,000-Mile Warranty: We proudly adhere to a rigorous part procurement strategy that prioritizes the use of OEM (Original Equipment Manufacturer) parts. These parts are recognized for their precision, quality, and compatibility with the vehicles we service, ensuring optimal performance and longevity.

Additionally, all OEM parts come with an industry-leading three-year, 36,000-mile warranty, providing a safeguard for the City of Santa Ana and reflecting our unwavering commitment to part quality.

Fixed Percentage Discount off Manufacturer's List Price: We are pleased to offer a fixed 15% discount off the manufacturer's list price for all parts required in the maintenance 9 City Council 41 – 60 2/20/2024
and repair of fleet vehicles. This cost-saving benefit ensures that the City of Santa Ana receives quality parts at a highly competitive rate.

Payment Schedule: For your convenience, we offer flexible payment options. Our standard terms include Net 10 with a 2% discount for early payment and Net 30. By choosing Net 10 and taking advantage of the 2% early payment discount, the City of Santa Ana can realize significant cost savings and efficient financial management.

Projected Cost Savings: By selecting our services, the City of Santa Ana can expect substantial cost savings. Our competitive pricing and generous discount structure translate to significant reductions in maintenance expenses, allowing the City to allocate resources more effectively.

Our pricing structure combines the use of superior OEM parts with a robust warranty and a significant discount on parts, providing a competitive edge that safeguards the City's fleet vehicles. While we do not provide a catalog, our established relationships with reputable OEM suppliers guarantee access to a comprehensive range of parts. These suppliers are known for their quality, ensuring that the City of Santa Ana's fleet vehicles are always equipped with reliable and precision-engineered components.

Price Lists/Catalogs
In this section, we provide documentation to support the pricing information outlined in our cost proposal. While we do not provide a physical catalog, our pricing is competitive, transparent, and based on a comprehensive range of OEM (Original Equipment Manufacturer) parts. Our commitment to quality, cost-effectiveness, and transparency is further demonstrated through the following:

Reputable OEM Suppliers: Our partnerships with reputable OEM suppliers are known for quality and reliability, providing up-to-date online catalogs and price lists.

Tuttle-Click Automotive Group
Address: 43 Auto Center Dr, Irvine, CA 92618
Phone: (949) 401-4990
Website: tuttleclickford.com
WORLDPAC, Inc. (USA)
Address: 37137 Hickory Street, Newark, CA 94560-5522
Phone: 800-888-9982
Email: [email protected]
CARQUEST of Orange County
Address: 26801 Vista Terrace, Lake Forest, CA 92630
10 City Council 41 – 61 2/20/2024
Phone: (949) 446-9300
Email: [email protected]
Transparency and Access: The online catalogs provided by our OEM suppliers are readily accessible, ensuring transparency and easy verification of pricing details.

Established Relationships: Our history of successful collaboration with these suppliers affirms our ability to provide cost-effective, high-quality parts consistently.

Permission and Link Validity: We have obtained permission to reference these online catalog websites, and the links are maintained for uninterrupted access throughout the evaluation process
Conclusion
In closing, Elite Automotive Services LLC stands as your dedicated partner for fleet maintenance and repair services. Our proposal is underpinned by a commitment to excellence, quality, and reliability, ensuring that your fleet vehicles receive nothing but the best.

Key Highlights of Our Proposal:

Quality Assurance: Our exclusive use of OEM parts, backed by a three-year, 36,000-mile warranty, guarantees exceptional reliability and performance. This equates to more than just peace of mind—it translates to tangible cost savings, reduced downtime, and uninterrupted service for your fleet.

Competitive Pricing: We offer a substantial fixed percentage discount on parts, ensuring cost-effectiveness without compromising quality. This translates to immediate cost savings and long-term operational efficiency for your fleet.

Transparent Information: Our commitment to transparency is exemplified by online catalog references from reputable OEM suppliers, allowing easy verification of pricing details. This transparency streamlines the evaluation process, underlining our pledge to clear and open communication.

Exceptional Service: With a state-of-the-art facility and a skilled team of Master Certified Technicians, we deliver on our promise of "Fixed Right the First Time, On Time, Every Time." This translates to minimized downtime, fewer service disruptions, and a fleet that operates at peak efficiency.

Proven Experience: Our successful track record includes servicing fleets for prestigious organizations, demonstrating our capabilities and dedication. We bring this wealth of experience to the City of Santa Ana, ensuring a seamless transition to exceptional fleet maintenance services.
11 City Council 41 – 62 2/20/2024

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#356344v1
AGREEMENT WITH FLEETWORKS, INC. TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Fleetworks, Inc., a California corporation (“Contractor”) 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”).

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:

Page 2 of 9 ends

#356344v1
the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 64 2/20/2024

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City Council 41 – 65 2/20/2024

Page 4 of 9 ends

#356344v1
(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 66 2/20/2024

Page 5 of 9 ends

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

City Council 41 – 67 2/20/2024

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City Council 41 – 68 2/20/2024

Page 7 of 9 ends

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#356344v1
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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

Attn: Rich Gautreau, President
14011 Marquardt Ave.

Santa Fe Springs, CA 92701
City Council 41 – 70 2/20/2024
City Council 41 – 71 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 72 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 73 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 74 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 75 2/20/2024
Atachment #4
Costs Proposal
STANDARD LABOR RATE: $105.00 PER HOUR
DIAGNOSTIC RATE: $105.00 (MIN 2 HOURS LABOR FOR DIAGNOSTICS) PARTS MARGIN: 35% MARGIN ON PURCHASED PARTS.

PARTS DISCOUNT: 3% OFF MANUFACTURS LIST PRICE
PICKUP/DELIVERY COSTS: NO FEES WILL BE CHARGED IN THIS BID.

SUBLETS: 10% MARGIN ON SUBLETS
PAYMENT SCHEDULE: NET 30
City Council 41 – 76 2/20/2024

Page 1 of 9 ends

#356360v1

AGREEMENT WITH IRV SEAVER MOTORCYCLES TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Seavco, a California corporation dba Irv Seaver Motorcycles, (“Contractor”), 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”).

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:

Page 2 of 9 ends

#356360v1
the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 78 2/20/2024

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City Council 41 – 79 2/20/2024

Page 4 of 9 ends

#356360v1
(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 80 2/20/2024

Page 5 of 9 ends

#356360v1
(9) Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances.

City Council 41 – 81 2/20/2024

Page 6 of 9 ends

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City Council 41 – 82 2/20/2024

Page 7 of 9 ends

#356360v1

Page 8 of 9 ends

#356360v1
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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

Orange, CA 92867
City Council 41 – 84 2/20/2024
City Council 41 – 85 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 86 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 87 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 88 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 89 2/20/2024
City Council 41 – 90 2/20/2024

Page 1 of 9 ends

#356452v1

AGREEMENT WITH VELOCITY TRUCK CENTERS TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Los Angeles Truck Centers, LLC, a California limited liability company dba Velocity Truck Centers (“Contractor”), 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”).

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:

Page 2 of 9 ends

#356452v1
the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 92 2/20/2024

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#356452v1

City Council 41 – 93 2/20/2024

Page 4 of 9 ends

#356452v1
(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 94 2/20/2024

Page 5 of 9 ends

#356452v1
(9) Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances.

City Council 41 – 95 2/20/2024

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City Council 41 – 96 2/20/2024

Page 7 of 9 ends

#356452v1

Page 8 of 9 ends

#356452v1
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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

Whittier, CA 90601
City Council 41 – 98 2/20/2024
City Council 41 – 99 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 100 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 101 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 102 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 103 2/20/2024
City Council 41 – 104 2/20/2024

Page 1 of 9 ends

#356447v1

AGREEMENT WITH NORM REEEVES FORD SUPERSTORE TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Cerritos Ford, Inc., a California corporation dba Norm Reeves Ford Superstore (“Contractor”), 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”).

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:

Page 2 of 9 ends

#356447v1
the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 106 2/20/2024

Page 3 of 9 ends

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City Council 41 – 107 2/20/2024

Page 4 of 9 ends

#356447v1
(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 108 2/20/2024

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

City Council 41 – 109 2/20/2024

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City Council 41 – 110 2/20/2024

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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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

Cerritos, CA 90703
City Council 41 – 112 2/20/2024
City Council 41 – 113 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 114 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 115 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 116 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 117 2/20/2024
Cost Proposal

A) NORM REEVES FORD LINCOLN RATE FOR SERVICE, ALL VEHICLES, WILL BE $205/HOUR. PARTS WILL BE BILLED AT FORD MOTOR
COMPANY MSRP MINUS 25%.

B) Norm Reeves Ford Lincoln will supply Manufacturer's pricing in the form of a disc as well as sponsored access to Fordparts.com (which shows pricing information as well) upon award of an agreement with the City of Santa Ana.

City Council 41 – 118 2/20/2024

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AGREEMENT WITH PLUMBERS DEPOT INC. TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between Plumbers Depot Inc., a California corporation (“Contractor”), 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”).

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:

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the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 120 2/20/2024

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City Council 41 – 121 2/20/2024

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(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 122 2/20/2024

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

City Council 41 – 123 2/20/2024

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City Council 41 – 124 2/20/2024

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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.

To City:

City Clerk
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:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:

Attn: Juan Martin, Vice President
3921 W. 139th Street
Hawthorne, CA 90250
City Council 41 – 126 2/20/2024

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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.

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 Thomas R. Hatch
City Clerk Interim City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONTRACTOR:

City Attorney
By:

Brandon Salvatierra By:

Deputy City Attorney Title:

RECOMMENDED FOR APPROVAL:

Nabil Saba, P.E.

Executive Director
Public Works Agency
Sharon Negron
Office Manager
City Council 41 – 127 2/20/2024

EXHIBIT A

SCOPE OF SERVICES
City Council 41 – 128 2/20/2024

CITY OF SANTA ANA
Contractor shall perform services as set forth below.

Typical repairs and services include, but are not limited to:

1. Vehicle, motorcycle, and truck diagnostic testing

2. Smog testing/opacity testing

3. Alignment/front end repairs

4. Alternative fuel repair/tank certification

5. Hydraulic systems and controls

6. Diagnosis and repairs powertrain/off road equipment

7. Electrical and electronic repairs

8. Miscellaneous engine work

9. Diagnosis & repairs of complete powertrain

10. Powertrain and P.T.O. general repair

11. Muffler/exhaust repairs

C. The Contractor must pick-up and/or deliver vehicles AT NO CHARGE TO THE CITY.

D. ALL REPAIRS MADE UNDER THIS CONTRACT WILL BE COMPLETED NO MORE THAN TEN (10) WORKING DAYS FROM THE DATE THE CITY APPROVED THE REPAIR.

III. PAYMENT
The successful vendor(s) shall submit itemized invoices that reflect unit prices and/or percentage discounts as outlined on the bid schedule.

EXHIBIT I

SCOPE OF SERVICES
City
City Council
of Santa Ana RFP 23-098 Page 18 of 35
41 – 129 2/20/2024

CITY OF SANTA ANA
The Following must be written on all invoices submitted for payment:

E. Date service request was made by City;
F. Description of parts/service; and
G. Date vehicle was delivered to City.

City
City Council
of Santa Ana RFP 23-098 Page 19 of 35
41 – 130 2/20/2024

EXHIBIT B

COST PROPOSAL
City Council 41 – 131 2/20/2024
Exhibit B – Cost Proposal
Plumbers Depot Inc.

A) Hourly Rate: $185.00/Hour
B) Manufacturer Price List not available for service and repair City Council 41 – 132 2/20/2024

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AGREEMENT WITH LONG BEACH BMW MOTORCYCLES TO PROVIDE

AUTOMOTIVE, MOTORCYCLE AND TRUCK REPAIR SERVICES
THIS AGREEMENT is made and entered into on this 20TH day of February, 2024 by and between R.C.A. Investments, Inc., a California corporation dba Long Beach BMW Motorcycles (“Contractor”), 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”).

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:

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the City Council of the City of Santa Ana.
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. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

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 41 – 134 2/20/2024

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City Council 41 – 135 2/20/2024

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(2) Primary Coverage. For any claims related to this contract, the Contractor’s 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.

City Council 41 – 136 2/20/2024

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

City Council 41 – 137 2/20/2024

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Santa Ana City CouncilFebruary 20, 2024

Santa Ana City Council
February 20, 2024