Agenda packet — Santa Ana City Council, April 15, 2025 (part 1 of 8)

City Council Meeting Packet
April 15, 2025
CLOSED SESSION MEETING – 4:00 PM
REGULAR OPEN MEETING – 5:30 PM
(Immediately following the Closed Session Meeting)
CITY COUNCIL CHAMBER
22 Civic Center Plaza Santa Ana, CA 92701
Valerie Amezcua
Mayor
Thai Viet Phan
Councilmember – Ward 1
Benjamin Vazquez
Mayor Pro Tem Ward 2
Jessie Lopez
Councilmember Ward 3
Phil Bacerra
Councilmember Ward 4
Johnathan Ryan Hernandez
Councilmember Ward 5
David Penaloza
Councilmember Ward 6
Mayor and Council telephone: 7146476900
Agenda item inquiries: 7146476520
Sonia R. Carvalho
City Attorney
Alvaro Nuñez
City Manager
Jennifer L. Hall
City Clerk
In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in this Meeting, contact Michael Ortiz, City ADA Program Coordinator, at (714) 6475624. Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and supporting documentation can be found on the City’s website – www.santaana.org/agendasandminutes.

CITY VISION AND CODE OF ETHICS
The City of Santa Ana is committed to achieving a shared vision for the organization and its community. The Vision, Mission and Guiding Principles (Values) are the result of a thoughtful and inclusive process designed to set the City and organization on a course that meets the challenges of today and tomorrow, as follows:

Vision The dynamic center of Orange County which is acclaimed for our: Investment in youth • Safe and healthy community • Neighborhood pride • Thriving economic climate • City Council 1 4/15/2025
In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in this Meeting, contact Michael Ortiz, City ADA Program Coordinator, at (714) 6475624. Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and supporting documentation can be found on the City’s website – www.santaana.org/agendasandminutes.

Vision The dynamic center of Orange County which is acclaimed for our: Investment in youth • Safe and healthy community • Neighborhood pride • Thriving economic climate • Enriched and diverse culture • Quality government services Mission To deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents.

Guiding Principles Collaboration • Efficiency • Equity • Excellence • Fiscal Responsibility • Innovation • Transparency
Code of Ethics and Conduct At the Special Municipal Election held on February 5, 2008, voters approved an amendment to the City Charter which established the Code of Ethics and Conduct for elected officials and members of appointed boards, commissions, and committees to assure public confidence. The following are the core values expressed: • Integrity • Honesty • Responsibility • Fairness • Accountability • Respect • Efficiency Members of the public may attend the City Council meeting inperson or join via Zoom. As a courtesy to the public, the City Council meeting will occur live via teleconference Zoom webinar. You may view the meeting from your computer, tablet, or smart phone via YouTube LiveStream at www.youtube.com/user/SantaAnaLibrary or on CTV3, available on Spectrum channel 3.

PUBLIC COMMENTS – Members of the public who wish to address the City Council on closed session items, items on the regular agenda, or on matters which are not on the agenda but are within the subject matter jurisdiction of the City Council, may do so by one of the following ways:

MAILING OPTION written communications – Public comments may be mailed to:

Office of the City Clerk, 20 Civic Center Plaza M30, Santa Ana, CA 92701. All written communications received via mail two (2) hours before the scheduled start of the meeting will be distributed to the City Council and imaged into the City’s document archive system which is available for public review.

SENDING EMAIL OPTION – Public comments may be sent via email to the City Clerk’s office at eComment@santaana.org. Please note the agenda item you are commenting on in the subject line of the email. All emails received two (2) hours before the scheduled start of the meeting will be distributed to the City Council and imaged into the City’s document archive system which is available for public review.

LIVE VIRTUAL OPTION – As a courtesy, members of the public may provide live comments during the meeting by Zoom or Conference Call. To join by Zoom click on or type the following address into your web browser
https://us02web.zoom.us/j/315965149. To join the Conference Call: Dial (669) 900 9128 and enter MEETING ID: 315 965 149#. You will be prompted by the City Clerk when it is time for a: i) closed session item, ii) agenda/general comments, or iii) public hearing item. You may request to speak by dialing *9 from your phone or you may virtuallyraiseyourhandfromZoomAftertheClerkconfirmsthelastthreedigitsofthe City Council 2 4/15/2025
ppy
voters approved an amendment to the City Charter which established the Code of Ethics and Conduct for elected officials and members of appointed boards, commissions, and committees to assure public confidence. The following are the core values expressed: • Integrity • Honesty • Responsibility • Fairness • Accountability • Respect • Efficiency Members of the public may attend the City Council meeting inperson or join via Zoom. As a courtesy to the public, the City Council meeting will occur live via teleconference Zoom webinar. You may view the meeting from your computer, tablet, or smart phone via YouTube LiveStream at www.youtube.com/user/SantaAnaLibrary or on CTV3, available on Spectrum channel 3.

MAILING OPTION written communications – Public comments may be mailed to:

LIVE VIRTUAL OPTION – As a courtesy, members of the public may provide live comments during the meeting by Zoom or Conference Call. To join by Zoom click on or type the following address into your web browser
https://us02web.zoom.us/j/315965149. To join the Conference Call: Dial (669) 900 9128 and enter MEETING ID: 315 965 149#. You will be prompted by the City Clerk when it is time for a: i) closed session item, ii) agenda/general comments, or iii) public hearing item. You may request to speak by dialing *9 from your phone or you may virtually raise your hand from Zoom. After the Clerk confirms the last three digits of the caller’s phone number or Zoom ID and unmutes them, the caller must press *6 or microphone icon to speak. Callers are encouraged, but not required, to identify themselves by name. Each caller will be provided three (3) minutes to speak, unless due to the number of speakers wanting to speak a decision is made to provide a different amount of time to speak.

INPERSON OPTION Members of the public can provide inperson comments at the podium in the Council Chamber. The Council Chamber will have seating available for members of the public to attend the meeting inperson. Public comments are limited to three (3) minutes per speaker, unless a different time is announced by the presiding chair. Speakers who wish to address the Council must do so by submitting a “Request to Speak” card by 4:00 p.m. for Closed Session items and by 5:45 p.m. for all other designated public comment periods as listed below. Cards will not be accepted after the Public Comment Session begins without the permission of the presiding chair.

The following designated public comment periods are:

1. LIVE PUBLIC COMMENTS ON CLOSED SESSION ITEMS – You can provide live comments on closed session items by joining Zoom or the Conference Call as described in the LIVE or INPERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 3:30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL and raise your hand BY 4:00 p.m. Speakers who are not in the speaker queue with their hand raised by 4:00 p.m. will not be permitted to speak.

City Council 3 4/15/2025
pyg
“Request to Speak” card by 4:00 p.m. for Closed Session items and by 5:45 p.m. for all other designated public comment periods as listed below. Cards will not be accepted after the Public Comment Session begins without the permission of the presiding chair.

The following designated public comment periods are:

2. LIVE PUBLIC COMMENTS ON REGULAR AGENDA ITEMS AND NONAGENDA ITEMS (GENERAL PUBLIC COMMENT) – You can provide comments by joining Zoom or the Conference Call as described in the LIVE or INPERSON PUBLIC COMMENTS OPTION above. Speaker queue will open at 3:30 p.m. YOU MUST JOIN ZOOM OR THE CONFERENCE CALL and raise your hand PRIOR TO 5:45 p.m. Speakers who are not in the speaker queue with their hand raised by 5:45 p.m. will not be permitted to speak.

3. LIVE PUBLIC COMMENTS ON PUBLIC HEARING ITEMS – You can provide comments by joining Zoom or the Conference Call as described in the LIVE or INPERSON PUBLIC COMMENTS OPTION above. Speakers not in the queue by 5:45 p.m. will not be permitted to speak.

TRANSLATION SERVICES Spanish interpreting services are provided at City Council meetings. Simultaneous Spanish interpretation is provided through the use of headsets and consecutive interpretation (SpanishtoEnglish) in addition to those wishing to address the City Council at the podium.

La ciudad provee servicios de interpretación al español en las juntas del Consejo.

La interpretación simultánea al español se ofrece por medio del uso de audífonos y la interpretación consecutiva (español a inglés) también está disponible para cualquiera que desee dirigirse al consejo municipal en el podio.

About the Agenda
To download or view the attachments (staff report and other supporting documentation) for each agenda item, you must select the agenda item to see the attachments to either open in a new link (the eyeball ) or download a pdf (the cloud symbol with the down arrow ).

CLOSED SESSION
CALL TO ORDER
ATTENDANCE Council Members Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
David Penaloza
Thai Viet Phan
Mayor Pro Tem Benjamin Vazquez
Mayor Valerie Amezcua
City Manager Alvaro Nuñez
City Attorney Sonia R. Carvalho
City Council 4 4/15/2025
To download or view the attachments (staff report and other supporting documentation) for each agenda item, you must select the agenda item to see the attachments to either open in a new link (the eyeball ) or download a pdf (the cloud symbol with the down arrow ).

CLOSED SESSION
CALL TO ORDER
ATTENDANCE Council Members Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
David Penaloza
Thai Viet Phan
Mayor Pro Tem Benjamin Vazquez
Mayor Valerie Amezcua
City Manager Alvaro Nuñez
City Attorney Sonia R. Carvalho
City Clerk Jennifer L. Hall
ROLL CALL
ADDITIONS\DELETIONS TO CLOSED SESSION
PUBLIC COMMENTS – Members of the public may address the City Council on Closed Session items.

RECESS – City Council will recess to Closed Session for the purpose of conducting regular City business.

CLOSED SESSION ITEMS – The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation:

1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION pursuant to Government Code Section 54957(b)(1):

TITLE: City Clerk

2. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a):

Agency Designated Representative: Lori Schnaider, Executive Director of Human Resources
Unrepresented Employees: City Clerk

3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a):

Agency Negotiator: Peter Brown
Employee Organization: Executive Management Team (EMT)

4. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code:

A. Share Our Selves Corporation v City of Santa Ana, et al., United States District Court (Central District of California), Case No. 8:23CV00504DOCDFM BTelesforaMendozadeAscensionandMatildeAscencioDeJuarezvCityofSanta City Council 5 4/15/2025

3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a):

Agency Negotiator: Peter Brown
Employee Organization: Executive Management Team (EMT)

4. CONFERENCE WITH LEGAL COUNSEL EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code:

A. Share Our Selves Corporation v City of Santa Ana, et al., United States District Court (Central District of California), Case No. 8:23CV00504DOCDFM B. Telesfora Mendoza de Ascension and Matilde Ascencio De Juarez v. City of Santa Ana, et al., Orange County Superior Court Case No. 30202401371513 RECONVENE – City Council will reconvene to continue regular City business.

CITY COUNCIL REGULAR OPEN SESSION
CALL TO ORDER
ATTENDANCE Council Members Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
David Penaloza
Thai Viet Phan
Mayor Pro Tem Benjamin Vazquez
Mayor Valerie Amezcua
City Manager Alvaro Nuñez
City Attorney Sonia R. Carvalho
City Clerk Jennifer L. Hall
ROLL CALL
PLEDGE OF ALLEGIANCE Mayor Amezcua
NATIONAL ANTHEM Orange County School of the Arts Students WORDS OF INSPIRATION Pastor Darrell Durley, Brown Temple ADDITIONS\DELETIONS TO THE AGENDA
CEREMONIAL PRESENTATIONS

1. Certificates of Recognition presented by Mayor Amezcua recognizing the 2024 City of Santa Ana Historic Preservation Awards Recipients

2. Certificate of Recognition presented by Councilmember Bacerra to the Orange County School of the Arts recognizing their 25 Anniversary in Santa Ana

3. Certificate of Recognition presented by Councilmember Hernandez to Dr. Annebelle Nery for Outstanding Contributions to Education

4. Certificate of Recognition presented by Councilmember Lopez to the LoverSonicos Cumbia Group for Outstanding Contributions to the Community

5. Proclamation presented by Councilmember Phan to Kim NguyenPenaloza declaring April 2025 as Sexual Assault Awareness Month
STAFF PRESENTATIONS
6OCtTttiAthit(OCTA)OCSttPtti
th
City Council 6 4/15/2025

3. Certificate of Recognition presented by Councilmember Hernandez to Dr. Annebelle Nery for Outstanding Contributions to Education

4. Certificate of Recognition presented by Councilmember Lopez to the LoverSonicos Cumbia Group for Outstanding Contributions to the Community

5. Proclamation presented by Councilmember Phan to Kim NguyenPenaloza declaring April 2025 as Sexual Assault Awareness Month
STAFF PRESENTATIONS

6. Orange County Transportation Authority (OCTA) – OC Streetcar Presentation CLOSED SESSION REPORT – The City Attorney will report on any action(s) from Closed Session.

PUBLIC COMMENTS – Public comments will be held during the beginning of the meeting for ALL comments on agenda and nonagenda items, with the exception of public hearings.

Comments for public hearings will take place after the hearing is opened.

CONSENT CALENDAR
RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 7 through 25 and waive reading of all resolutions and ordinances.

7. Excused Absences
Department(s): City Clerk’s Office
Recommended Action: Excuse the absent members.

8. Minutes from the Regular Meeting of April 1, 2025
Department(s): City Clerk’s Office
Recommended Action: Approve minutes.

9. Appoint Ruth CossioMuniz Nominated by Councilmember Penaloza as the Ward 6 Representative to the Measure X Citizen Oversight Committee for a Partial Term Expiring December 8, 2026
Department(s): City Clerk’s Office
Recommended Action: Appoint Ruth CossioMuniz to the Measure X Citizen Oversight Committee as the Ward 6 representative and administer the Oath of Office. (Pursuant to SAMC Sec. 2326(a), requires five affirmative votes.)

10. Authorization for City Attorney to File Drug Den Abatement Actions Department(s): City Attorney’s Office
Recommended Action:

Authorize the City Attorney’s Office to file nuisance abatement actions in the Orange County Superior Court against the property and business owners of El Tapatio Restaurant, Royal Roman Motel, and Royal Grand Inn.
1502 E. 1st St., Santa Ana (“El Tapatio Restaurant”)
1504 E. 1st St., Santa Ana (“Royal Roman Motel”)
1519E1stStSantaAna(“RoyalGrandInn”)
City Council 7 4/15/2025
Department(s): City Clerks Office
Recommended Action: Appoint Ruth CossioMuniz to the Measure X Citizen Oversight Committee as the Ward 6 representative and administer the Oath of Office. (Pursuant to SAMC Sec. 2326(a), requires five affirmative votes.)

10. Authorization for City Attorney to File Drug Den Abatement Actions Department(s): City Attorney’s Office
Recommended Action:

11. Automated License Plate Recognition System
Department(s): Police Department
Recommended Action: Receive and file.

12. Single Audit Report for the Fiscal Year Ended June 30, 2024 Department(s): Finance and Management Services
Recommended Action: Receive and file Single Audit Report for the Fiscal Year Ended June 30, 2024.

13. Purchase Order to Hewlett Packard Enterprise (HPE) for Support Services for Servers and Storage Systems (Specification No. 25052) (NonGeneral Fund) Department(s): Information Technology
Recommended Action: Authorize a Purchase Order to Hewlett Packard Enterprise (HPE) for Support Services for Servers and Storage Systems, for a threeyear period beginning May 15, 2025 through May 14, 2028, in an amount not to exceed $90,492.

14. Purchase Order to Advanced Personal Computing, Inc., DBA Liquid Networx for Network Access Control (NAC) System (Specification No. 25051) (NonGeneral Fund).

Department(s): Information Technology
Recommended Action: Authorize a onetime purchase and payment of a Purchase Order to Advanced Personal Computing, Inc., DBA Liquid Networx, for Network Access Control (NAC) System in an amount not to exceed $110,674.

15. Agreement with eSentire, Inc. for Managed Detection and Response (MDR) Services (Specification No. 25028) (NonGeneral Fund)
Department(s): Information Technology
Recommended Action: Authorize the City Manager to execute an agreement with eSentire, Inc. to provide Managed Detection and Response (MDR) Services in an tttd$592433l10%tif$59243ttli
City Council 8 4/15/2025
Department(s): Information Technology
Recommended Action: Authorize a onetime purchase and payment of a Purchase Order to Advanced Personal Computing, Inc., DBA Liquid Networx, for Network Access Control (NAC) System in an amount not to exceed $110,674.

15. Agreement with eSentire, Inc. for Managed Detection and Response (MDR) Services (Specification No. 25028) (NonGeneral Fund)
Department(s): Information Technology
Recommended Action: Authorize the City Manager to execute an agreement with eSentire, Inc. to provide Managed Detection and Response (MDR) Services in an amount not to exceed $592,433, plus a 10% contingency of $59,243 totaling $651,676, for a term beginning April 15, 2025 and expiring April 14, 2028 (Agreement No. A2025XXX).

16. Agreements with ARAS Enterprises, Inc., and GTE Agency, LLC dba Global Talent Entertainment for Entertainment Promoter Services (Specification No. 24102) (General Fund)
Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute aggregate agreements with ARAS Enterprises, Inc. and GTE Agency, LLC dba Global Talent Entertainment to provide entertainment promoter services for an aggregate amount nottoexceed $300,000 annually for a threeyear term beginning April 15, 2025 through April 14, 2028, and an additional $600,000 for two, 1year extensions, for a total aggregate agreement amount not to exceed $1,500,000 (Core Agreement No.

A2025XXX).

Vendor Location
ARAS Enterprises, Inc. Whittier, CA
Global Talent Entertainment Long Beach, CA

17. Agreements with CWF Inc., DBA A1 Event and Party Rental, and Cook Event Services, Inc., DBA Baker Party Rentals, for Rental Equipment Services (Specification No. 25004) (General Fund)
Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute agreements with CWF Inc., DBA A1 Event and Party Rental, and Cook Event Services, Inc., DBA Baker Party Rentals, to provide rental equipment services in an amount not to exceed $1,250,000, for a term beginning April 15, 2025 and expiring April 14, 2028, with provisions for two, oneyear extensions (Agreement Nos. A2025XXX and A2025 XXX).

18. Agreements with Stage Plus Inc. and Advantage Event Solutions, LLC for Stage Services (Specification No. 25008) (General Fund)
Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute agreements with Stage Plus Inc. and Advantage Event Solutions, LLC to provide stage services in an amount not to exceed $750,000 for a term beginning April 15, 2025 and expiring April City Council 9 4/15/2025
Cc,etadatyeta,adCooetSeces,c,
Baker Party Rentals, to provide rental equipment services in an amount not to exceed $1,250,000, for a term beginning April 15, 2025 and expiring April 14, 2028, with provisions for two, oneyear extensions (Agreement Nos. A2025XXX and A2025 XXX).

18. Agreements with Stage Plus Inc. and Advantage Event Solutions, LLC for Stage Services (Specification No. 25008) (General Fund)
Department(s): Parks, Recreation, and Community Services Recommended Action: Authorize the City Manager to execute agreements with Stage Plus Inc. and Advantage Event Solutions, LLC to provide stage services in an amount not to exceed $750,000 for a term beginning April 15, 2025 and expiring April 14, 2028, with provisions for two, oneyear extensions (Agreement Nos. A2025XXX and A2025XXX).

19. Memorandum of Understanding with the Southern California Association of Governments, Charitable Ventures, and The Kennedy Commission for a Sustainable Communities Program – Civic Engagement, Equity, and Environmental Justice Grant to Fund Supplemental Community Engagement for the Comprehensive Zoning Code Update
Department(s): Planning and Building Agency
Recommended Action: Authorize the City Manager to make all conforming edits and execute a Memorandum of Understanding (MOU) with the Southern California Association of Governments (SCAG), Charitable Ventures, and The Kennedy Commission for a Sustainable Communities Program – Civic Engagement, Equity, and Environmental Justice Grant to fund supplemental community engagement for the comprehensive Zoning Code Update for a term ending June 30, 2026 (Agreement No. A2025XXX).

20. Agreements with Abajian Enterprise DBA SoCal Removal, Integrated Demolition and Remediation, Inc., Interior Demolition, Inc., and J&G Industries Inc. for Citywide OnCall Demolition Services for Abatement (Specification No. 25027) (NonGeneral Fund)
Department(s): Planning and Building Agency
Recommended Action: Authorize the City Manager to execute agreements with Abajian Enterprise DBA SoCal Removal, Integrated Demolition and Remediation Inc., Interior Demolition, Inc., and J&G Industries Inc. to provide citywide oncall demolition services for abatement in an aggregate amount not to exceed $600,000, for a term beginning April 16, 2025 and expiring April 15, 2028, with provisions for two, oneyear extensions (Core Agreement No. A2025XXX).

21. Approve Memorandum of Understanding Accepting the FY 2024 Edward Byrne Memorial Justice Assistance Grant (NonGeneral Fund)
Department(s): Police Department
Recommended Action: Authorize the City Manager and the Chief of Police to execute a Memorandum of Understanding with the County of Orange, Sheriff’s Department accepting the 2024 Edward Byrne Memorial Justice Assistance Grant in the amount of $89,555 (Agreement No. A2025XXX).

22. License Agreement Amendment with ProCore Technologies, Inc. for Construction PjtMtSft(NGlFd)
City Council 10 4/15/2025
()
Department(s): Police Department
Recommended Action: Authorize the City Manager and the Chief of Police to execute a Memorandum of Understanding with the County of Orange, Sheriff’s Department accepting the 2024 Edward Byrne Memorial Justice Assistance Grant in the amount of $89,555 (Agreement No. A2025XXX).

22. License Agreement Amendment with ProCore Technologies, Inc. for Construction Project Management Software (NonGeneral Fund)
Department(s): Public Works Agency
Recommended Action: Authorize the City Manager to execute a first amendment to license agreement with ProCore Technologies, Inc., increasing the compensation by $55,000, including a $12,928 contingency, for a total amount not to exceed $305,000 for the entire length of the agreement, and extend the agreement term until September 16, 2025 (Agreement No. A2025XXX).

23. Resolution of Intention to Renew the Santa Ana Tourism Marketing District Department(s): Community Development Agency
Recommended Action: 1. Adopt a Resolution of Intention to renew the Santa Ana Tourism Marketing District (SATMD) and the levy of assessments on lodging businesses.

RESOLUTION NO. 2025XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO RENEW THE SANTA ANA TOURISM MARKETING DISTRICT (“SATMD”) AND FIXING THE TIME AND PLACE OF A PUBLIC MEETING AND A PUBLIC HEARING THEREON AND GIVING NOTICE THEREOF

2. Establish a time and place for a public meeting to be held by the City Council on June 3, 2025 to hear and consider all protests.

3. Establish a time and place for a Public Hearing to be held by the City Council on July 1, 2025 regarding the proposed renewal of the Santa Ana Tourism Marketing District.

4. Receive and File 2024 Travel Santa Ana Annual Report.

24. Density Bonus Agreement No. 202501 to Facilitate the Construction of a MultiFamily Residential Development, Which Includes 80 Townhome Units and Six Duplexes (86 Total Units), With Five Units Designated as Affordable to Very LowIncome Households
Department(s): Planning and Building Agency
Recommended Action: 1. Adopt a resolution approving Density Bonus No. 202501 as conditioned;
RESOLUTION NO. 2025XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 202501 TO ALLOW AN EIGHTYSIX UNIT MULTIFAMILY DEVELOPMENT FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET (APN: 40219103)

2. Determine that, pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the recommended action is exempt from further review under Section 15168 (Program EIR); and
City Council 11 4/15/2025
RESOLUTION NO. 2025XXX entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 202501 TO ALLOW AN EIGHTYSIX UNIT MULTIFAMILY DEVELOPMENT FOR THE PROPERTY LOCATED AT 2020 EAST FIRST STREET (APN: 40219103)

2. Determine that, pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the recommended action is exempt from further review under Section 15168 (Program EIR); and

3. Authorize the City Manager to execute a Density Bonus Agreement with MLC Holdings Inc./Meritage Homes, for a 55year term, for a forsale residential development consisting of an 86 unit multifamily development, with five units designated as affordable to very lowincome households at 2020 E. First Street (Agreement No. A2025XXX).

25. Second Reading of the Omnibus Amendments to Chapter 2 of the Santa Ana Municipal Code Including Meeting Frequency for the Personnel Board, Contracting Authority for the City Clerk and City Attorney, and Relying on State Law Regarding Campaign Contributions Effect on Proceedings Involving a License, Permit, or other Entitlement for Use
First Reading at the April 1, 2025, City Council meeting and approved by a vote of 6 001 (Councilmember Phan absent). Published in the OC Reporter on April 2, 2025.

Department(s): City Attorney’s Office
Recommended Action: Approve the Second reading and adopt an Ordinance of the City Council of the City of Santa Ana amending Chapter 2 of the Santa Ana Municipal Code as to Section 2328 Regarding Meetings; Chairperson and Recording Secretary of Appointive Boards and Commissions, Adding Section 2 331.5 Regarding Meetings of the Personnel Board, Amending the Title of Article VII of Chapter 2, Amending Section 2748 Regarding City Manager Contracting Authority, Adding Section 2748 Regarding City Attorney and City Clerk Contracting Authority, and Repealing Section 2107 Regarding Prohibited Campaign Contributions.

ORDINANCE NO. NS3078 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE AS TO SECTION 2328 REGARDING MEETINGS;
CHAIRPERSON AND RECORDING SECRETARY OF APPOINTIVE BOARDS AND COMMISSIONS, ADDING SECTION 2331.5 ENTITLED MEETINGS, AMENDING THE TITLE OF ARTICLE VII OF CHAPTER 2, AMENDING SECTION 2748 REGARDING CITY MANAGER CONTRACTING AUTHORITY, ADDING SECTION 2 749 REGARDING CITY ATTORNEY AND CITY CLERK CONTRACTING AUTHORITY, AND REPEALING SECTION 2107 REGARDING PROHIBITED CAMPAIGN

CONTRIBUTIONS
**END OF CONSENT CALENDAR**
PUBLIC HEARINGS
PUBLIC COMMENTS – Members of the public may address the City Council on each of the Public Hearing items.

26. Final Extension of Moratorium on the Approval, Commencement, Establishment, Relocation, or Expansion of Industrial Uses in Specific Development No. 84 (SD84), Also Known as the Transit Zoning Code (“TZC”) for Up To One Year (12 Months) PursuanttoGovernmentCodeSection65858(a)
City Council 12 4/15/2025
**END OF CONSENT CALENDAR**
PUBLIC HEARINGS
PUBLIC COMMENTS – Members of the public may address the City Council on each of the Public Hearing items.

26. Final Extension of Moratorium on the Approval, Commencement, Establishment, Relocation, or Expansion of Industrial Uses in Specific Development No. 84 (SD84), Also Known as the Transit Zoning Code (“TZC”) for Up To One Year (12 Months) Pursuant to Government Code Section 65858(a)
Legal notice published in the OC Reporter on March 19, 2025.

Department(s): Planning and Building Agency
Recommended Action: 1. Adopt an urgency ordinance approving a final extension of a moratorium for a period of up to one year on the approval, commencement, establishment, relocation, or expansion of industrial uses within SD84, by fourfifths (4/5) vote, pursuant to California Government Code Section 65858(a), for up to one year (12 months), unless automatically repealed upon the adoption and effectiveness of a CityCouncil adopted ordinance to address the land use conflicts presented by industrial uses in the TZC.

UNCODIFIED URGENCY ORDINANCE NO. NSXXXX entitled AN UNCODIFIED URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, EXTENDING A MORATORIUM ON THE APPROVAL, COMMENCEMENT,
ESTABLISHMENT, RELOCATION OR EXPANSION OF INDUSTRIAL USES WITHIN SPECIFIC DEVELOPMENT NO. 84 ZONING DISTRICT FOR AN ADDITIONAL ONE (1) YEAR PURSUANT TO GOVERNMENT CODE SECTION 65858

2. Find that, in accordance with the California Environmental Quality Act (CEQA), the proposed action is not subject to the requirements of the California Environmental Quality Act, pursuant to (Guidelines) Section 15060(c)(2) because the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment and 15060(c)(3) because the activity is not a project as defined in Section 15378 of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly and so is not a project.

COUNCILMEMBER REQUESTED ITEMS

27. Discuss and Consider Directing the City Manager to Prepare an Ordinance to Address Challenges Associated with Sober Living Homes in Santa Ana – Mayor Amezcua, Councilmember Penaloza, Councilmember Bacerra

28. Discuss and Consider Directing the City Manager to Prepare a Resolution in Support of Senate Bill 569 (Blakespear) – Councilmember Lopez

COUNCILCOMMENTS
City Council 13 4/15/2025

29. Discuss and Consider Directing the City Manager to Prepare a Resolution in Support of Senate Bill 28The Proposition 36 Treatment Court Implementation Act and Senate Bill 38Funding for Diversion Treatment – Councilmember Bacerra, Mayor Amezcua, Councilmember Penaloza
CITY MANAGER COMMENTS
COUNCIL COMMENTS
AB1234 DISCLOSURE – If the City paid for travel or other expenses this is the time for members of the Council to provide a brief oral report on attendance of any regional board or commission meeting or any conference, meeting or event attended.

1. April 2, 2025 Councilmember Phil Bacerra – Proposition 36 100Day News Conference and Roundtable, Sacramento, CA
ADJOURNMENT – Adjourn the City Council meeting.

Future Items

1. Transit Zoning Code Updates

2. FY 2025/26 Budget
POSTING STATEMENT: On April 8, 2025, a true and correct copy of this agenda was posted at the entrance to City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701. Internet Access to City Council, Agency, and Authority agendas and related material is available prior to meetings at santaana.org/agendasandminutes.

City Council 14 4/15/2025
CITY COUNCIL 1 APRIL 1, 2025
DRAFT Minutes of the Regular Meeting
of the City Council
City of Santa Ana,
California
April 1, 2025
CLOSED SESSION MEETING – 4:00 P.M.

REGULAR OPEN MEETING – 5:30 P.M.
(Immediately following the Closed Session Meeting)

CITY COUNCIL CHAMBER
22 Civic Center Plaza Santa Ana, CA 92701

CLOSED SESSION

CALL TO ORDER
MINUTES: Mayor Amezcua called the Closed Session meeting to order at 4:12 P.M.

ATTENDANCE Council Members Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
David Penaloza
Thai Viet Phan
Mayor Pro Tem Benjamin Vazquez
Mayor Valerie Amezcua
City Manager Alvaro Nuñez
City Attorney Sonia R. Carvalho
City Clerk Jennifer L. Hall

ROLL CALL
MINUTES: City Clerk Jennifer L. Hall conducted roll call.

Councilmembers Hernandez, and Phan, Mayor Pro Tem Vazquez, and Mayor Amezcua were present. Councilmembers Bacerra, Lopez, and Penaloza arrived during Closed Session.

City Council 8 – 1 4/15/2025
CITY COUNCIL 2 APRIL 1, 2025
ADDITIONS\DELETIONS TO CLOSED SESSION
MINUTES: None.

Councilmember Phan announced she will be participating via teleconference per the Just Cause provision of the Brown Act after ceremonial presentations.

PUBLIC COMMENTS – Members of the public may address the City Council on Closed Session items.

MINUTES: None.

RECESS – City Council will recess to Closed Session for the purpose of conducting regular City business.

MINUTES: Mayor Amezcua recessed to consider the Closed Session items at 4:13 P.M.

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code:

A. Anchor Stone Christian Church v. City of Santa Ana, et al., United States District Court Case No 8:25-cv-00215-JWH-DFM
B. Lawrence M. Kuda, Jr. as Trustee of the Kuda Family Surviving Grantors Trust, and Bruce Metal And Salvage, Inc. v. City of Santa Ana, Orange County Superior Court, Case No. 30-2024-01414415
C. SRP/Stater Bros, LLC v. City of Santa Ana, Orange County Superior Court, Case No. 30-2024-01426663

2. CONFERENCE WITH LEGAL COUNSEL – POTENTIAL INITIATION OF LITIGATION pursuant to paragraph (4) of subdivision (d) of Government Code Section 54956.9:

One (1) case- Union Pacific

3. PUBLIC EMPLOYEE - PERFORMANCE EVALUATION pursuant to Government Code Section 54957(b)(1):

TITLE: City Manager, City Clerk, and City Attorney
City Council 8 – 2 4/15/2025
CITY COUNCIL 3 APRIL 1, 2025

4. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a):

Agency Designated Representative: Lori Schnaider, Executive Director of Human Resources
Unrepresented Employees: City Manager, City Clerk, and City Attorney CLOSED SESSION REPORT – The CityAttorney will report on any action(s)from Closed Session.

RECONVENE – City Council will reconvene to continue regular City business.

CITY COUNCIL REGULAR OPEN SESSION

CALL TO ORDER
MINUTES: Mayor Amezcua reconvened the City Council Meeting to order at 6:28 P.M.

ATTENDANCE Councilmembers
Mayor Pro Tem
Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
David Penaloza
Thai Viet Phan
Benjamin Vazquez
Mayor Valerie Amezcua
City Manager
City Attorney
City Clerk
Alvaro Nuñez
Sonia R. Carvalho
Jennifer L. Hall

ROLL CALL
MINUTES: City Clerk Jennifer L. Hall conducted roll call.

Councilmembers Bacerra, Hernandez, Lopez, Penaloza, and Phan, Mayor Pro Tem Vazquez, and Mayor Amezcua were present.

PLEDGE OF ALLEGIANCE Councilmember Bacerra
WORDS OF INSPIRATION Police Chaplain Bob Barnett
City Council 8 – 3 4/15/2025
CITY COUNCIL 4 APRIL 1, 2025
ADDITIONS\DELETIONS TO THE AGENDA
MINUTES: City Clerk Jennifer L. Hall announced that staff has requested to continue Public Hearing Item No. 22 to the May 6, 2025 City Council meeting.

Councilmember Phan recused herself from Agenda Item No. 22 based on the advice of counsel.

Councilmember Lopez recused herself from Agenda Item No. 22. She reported that a Levine Act disclosure letter has been requested from the Fair Political Practices Commission (FPPC).

Councilmember Penaloza recused himself from Agenda Item No. 22 due to a residential lease that may be a potential conflict of interest. He reported that an advice letter has been requested from the FPPC.

MOTION: Councilmember Hernandez moved to continue Public Hearing Agenda Item No. 22 to the May 6, 2025 City Council meeting, seconded by Mayor Amezcua.

The motion carried, 4-0-3, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER

HERNANDEZ, MAYOR PRO TEM VAZQUEZ, MAYOR

AMEZCUA
NONE
COUNCIL MEMBER LOPEZ (recusal), COUNCILMEMBER
PENALOZA (recusal), COUNCILMEMBER PHAN (recusal)
NONE
Status: 4 – 0 – 3 – Pass
MINUTES: City Clerk Jennifer L. Hall announced that comments regarding Public Hearing Item No. 22 will not be heard.

Councilmember Phan announced she will be participating via teleconference per the Just Cause provision of the Brown Act after the ceremonial presentations.

CEREMONIAL PRESENTATIONS

1. Proclamation presented by Councilmember Phan to Little Saigon TV declaring April 30, 2025 as Black April
MINUTES: Councilmember Phan presented a proclamation to Little Saigon TV declaring April 30, 2025 as Black April.

Councilmember Phan left the dais at 6:42 P.M.

City Council 8 – 4 4/15/2025
CITY COUNCIL 5 APRIL 1, 2025

2. Proclamation presented by Mayor Amezcua to the Girl Scouts of Orange County declaring March 12, 2025 as Girl Scouts Day and for 113 Years of Outstanding Contributions to the Community
MINUTES: Mayor Amezcua presented a proclamation to the Girl Scouts of Orange County declaring March 12, 2025 as Girl Scouts Day and for 113 years of outstanding contributions to the community.

3. Proclamation presented by Mayor Pro Tem Vazquez to Latino Health Access and the Downtown Family Resource Center to commemorate April as Blue Ribbon Month
MINUTES: Mayor Pro Tem Vazquez presented a proclamation to Latino Health Access and the Downtown Family Resource Center to commemorate April as Blue Ribbon Month.

4. Proclamation presented by Councilmember Lopez to The Cambodian Family declaring April 2025 as Cambodian Heritage Month
MINUTES: Councilmember Lopez presented a proclamation to the Cambodian Family declaring April 2025 as Cambodian Heritage Month.

5. Certificate of Recognition presented by Councilmember Penaloza to Paola Sanchez for Outstanding Academic Achievements including being accepted to Princeton University
MINUTES: Councilmember Penaloza presented a certificate of recognition to Paola Sanchez for outstanding academic achievements including being accepted to Princeton University.

Councilmember Phan joined the meeting via teleconference at 7:23 P.M. and announced she is participating via teleconference at the airport and stated there are multiple individuals over the age of 18.

CLOSED SESSION REPORT – The CityAttorney will report on any action(s)from Closed Session.

MINUTES: City Attorney Sonia Carvalho announced Closed Session Agenda Item No. 1C was pulled from consideration, and Closed Session Agenda Item Nos. 3 and 4 were continued to the next meeting.

City Council 8 – 5 4/15/2025
CITY COUNCIL 6 APRIL 1, 2025
PUBLIC COMMENTS – Public comments will be held during the beginning of the meeting for ALL comments on agenda and nonagenda items.

MINUTES: City Clerk Jennifer L. Hall reported out the summary of email comments received: two (2) Agenda Item No. 16 and (34) non-agenda comments.

The following speakers addressed City Council in-person:

1. Emilio Ramirez expressed concern regarding Agenda Item No. 12.

2. Cherie Kerr requested assistance regarding the parking situation at the Orange County School of the Arts and her organization, the Orange County Crazies, and expressed concern regarding public safety.

The following speaker addressed City Council via teleconference:

3. Victor Mendez spoke regarding Agenda Item No. 20 and requested a more complete proposal.

RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 6 through 19 and waive reading of all resolutions and ordinances.

MINUTES: At 7:39 P.M., the Consent Calendar was considered.

Councilmember Hernandez pulled Agenda Item No. 16 for separate discussion and consideration and announced a no vote on Agenda Item No. 12.

Councilmember Bacerra pulled Agenda Item No. 17 for separate discussion and consideration.

Councilmember Phan recused herself from Agenda Item No. 18 as the listed entity, City of Anaheim, is a client of her employer, Rutan and Tucker.

CONSENT CALENDAR
City Council 8 – 6 4/15/2025
CITY COUNCIL 7 APRIL 1, 2025
MOTION: Councilmember Hernandez moved to approve Consent Calendar Item Nos. 6 through 19 with the exception of Agenda Item Nos. 16 and 17 pulled for separate discussion and consideration, seconded by Councilmember Bacerra.

The motion carried, 7-0, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER

HERNANDEZ, COUNCILMEMBER LOPEZ,

COUNCILMEMBER PENALOZA, COUNCILMEMBER PHAN

MAYOR PRO TEM VAZQUEZ, MAYOR AMEZCUA
NONE
NONE
NONE
Status: 7 – 0 – Pass

6. Excused Absences
Department(s): City Clerk’s Office
Recommended Action: Excuse the absent members.

7. Minutes from the Regular Meeting of March 18, 2025
Department(s): City Clerk’s Office
Recommended Action: Approve minutes.

8. Minutes from the Special Meeting of Measure X Oversight Commission on January 25, 2025 and the Regular Meeting of the Police Oversight Commission on February 13, 2025
Department(s): City Clerk’s Office
Recommended Action: Receive and file.

9. Appoint Alejandra Rodriguez Nominated by Councilmember Penaloza as the Ward 6 Representative to the Parks, Recreation, and Community Services Commission for a Partial Term Expiring December 8, 2026 Department(s): City Clerk’s Office
Recommended Action: Appoint Alejandra Rodriguez to the Parks, Recreation, and Community Services Commission as the Ward 6 representative and administer the Oath of Office.

MINUTES: City Clerk Jennifer L. Hall administered the Oath of Office to Alejandra Rodriguez.

City Council 8 – 7 4/15/2025
CITY COUNCIL 8 APRIL 1, 2025

10.Ten-Day Written Report Pursuant to California Government Code Section 65858(d) Following the Adoption of Urgency Ordinance No. NS-3064 Extension of Ten (10) Months and Fifteen (15) Days, Pursuant to California Government Code Section 65858(a), regarding a Moratorium on the Approval, Commencement, Establishment, Relocation, or Expansion of Industrial Uses within Specific Development No. 84 (Transit Zoning Code (SD-84) Moratorium) Department(s): Planning and Building Agency
Recommended Action: Issue and file a Council report to the public, pursuant to Section 65858(d) of the California Government Code, describing the City’s measures to alleviate conditions that led to the adoption of Urgency Ordinance No.

NS-3064 on May 21, 2024, regarding a moratorium extension of ten (10) months and fifteen (15) days on the approval, commencement, establishment, relocation, or expansion of industrial uses within Specific Development No. 84 (the Transit Zoning Code (SD-84) Moratorium).

11.Approve Appropriation Adjustment Recognizing $8,080 in California State Library Funding (General Fund)
Department(s): Library
Recommended Action: Approve an Approve an appropriation adjustment to recognize $8,080 in California State Library California Library Services Act funds in the Library Miscellaneous Income revenue account and appropriate the same into the Library Tech & Support Services, Computer Software Subscriptions expenditure account, to apply toward Library e-resources. (Requires five affirmative votes)

12.Approve Appropriation Adjustment Recognizing Measure M2 Grant Funding and Amend the Fiscal Year 2024-2025 Capital Improvement Program for the Dyer Road Improvements (55 Freeway – 700’ East of Pullman Street) Project (Project No. 25-6706)
Department(s): Public Works Agency
Recommended Action:

1. Approve an appropriation adjustment recognizing Measure M2 grant funding in the amount of $2,365,200 into the Measure M-Street Construction, Measure M2 Competitive revenue account (03217002-52332) and appropriate the same amount into the Measure M-Street Construction, Improvements Other Than Building expenditure account (03217663-66220) for future year expenditures. (Requires five affirmative votes)

2. Approve an amendment to the Fiscal Year 2024-2025 Capital Improvement Program to include Measure M2 grant funding in the amount of $2,365,200 for the Dyer Road Improvements (55 Freeway – 700’ East of Pullman Street) Project (Project No. 25-6706)
City Council 8 – 8 4/15/2025
CITY COUNCIL 9 APRIL 1, 2025
MOTION: Councilmember Hernandez moved to approve the recommended action for Item No. 12 as part of the Consent Calendar, seconded by Councilmember Bacerra.

The motion carried, 6-1, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER LOPEZ,

COUNCILMEMBER PENALOZA, COUNCILMEMBER PHAN,

MAYOR PRO TEM VAZQUEZ, MAYOR AMEZCUA

COUNCILMEMBER HERNANDEZ
NONE
NONE
Status: 6 – 1 – Pass

13. Purchase Order Contract to Haaker Equipment Company for One 2024 Ford E-450 with CCTV Upfit (Specification No. 25-022) (Non-General Fund) Department(s): Public Works Agency
Recommended Action: Approve a purchase order to Haaker Equipment for one, new/unused 2024 Ford E-450 with CCTV Upfit in an amount of $446,013 plus a contingency amount of $15,000, for a total amount not to exceed $461,013.

14.Purchase Order Contract to PB Loader Corporation for One 2025 Ford F-600 Regular Cab Utility Service Body Truck (Specification No. 25-031) (NonGeneral Fund) Department(s): Public Works Agency
Recommended Action: Approve a purchase order to PB Loader Corporation for one, new/unused 2025 Ford F-600 Regular Cab Utility Service Body Truck, in an amount of $245,023, plus a contingency amount of $15,000, for a total amount not to exceed $260,023.

15.Citywide Purchase Order Contract with Grainger, Inc. for Maintenance, Repair, and Operational Supplies (Specification No. 25-048) (General Fund and Non-General Fund)
Department(s): Finance and Management Services
Recommended Action: Award a Citywide Purchase Order Contract to Grainger, Inc. for online marketplace purchases of goods for a four year term beginning April 1, 2025 and expiring March, 31, 2029, for an annual amount not-to-exceed $400,000, for a total contract amount not-to-exceed $1,600,000.

MINUTES: Councilmember Phan left the meeting via teleconference at 7:45 P.M.

City Council 8 – 9 4/15/2025
CITY COUNCIL 10 APRIL 1, 2025
AGENDA ITEM NO. 16 WAS PULLED FOR SEPARATE DISCUSSION AND

CONSIDERATION

16.Approve a First Amendment to Employment Agreement Between the City of Santa Ana and Alvaro Nuñez and Adopt a Resolution Approving the Council Appointee Salary Schedule
Department(s): Human Resources
Recommended Action:

1. Approve a first amendment to the Employment Agreement Between the City of Santa Ana and Alvaro Nuñez reflecting the positive City Manager performance evaluation conducted on March 18, 2025 and approving an adjusted annual salary for the City Manager of $340,200 (Agreement No. A-2025-030).

2. Adopt a resolution updating the City’s Classification and Compensation Plan with the amended annual salary for City Manager, and approving the Council Appointee Salary Schedule in compliance with the California Public Employees' Retirement System (CalPERS) and Title 2 of the California Code of Regulations section 570.5.

RESOLUTION NO. 2025-009 entitled A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF SANTA ANA TO EFFECT CERTAIN CHANGES TO THE CITY’S CLASSIFICATION AND COMPENSATION PLAN.

MINUTES: Councilmember Hernandez spoke in support of the item and spoke regarding the outstanding efforts and leadership of City Manager Alvaro Nuñez.

City Clerk Jennifer L. Hall announced that pursuant to Government Code Section 54953 an oral summary of salary and benefits shall be made prior to final action of the Council on any local executive and stated Agenda Item No. 16 is the approval of a performance evaluation and salary adjustment for the City Manager increasing the annual salary from $315,000 to $340,200 effective March 18, 2025.

Mayor Amezcua spoke in support of item and spoke regarding the proposed salary and the outstanding efforts and leadership of City Manager Alvaro Nuñez.

Mayor Pro Tem Vazquez echoed previous comments and spoke regarding City Manager Alvaro Nuñez’s leadership.

Councilmember Penaloza thanked City Manager Alvaro Nuñez for his hard work, efforts, and leadership.

Councilmember Bacerra thanked City Manager Alvaro Nuñez for his hard work, efforts, and leadership.

Councilmember Lopez thanked City Manager Alvaro Nuñez for his hard work, efforts, and leadership, and expressed concern regarding the proposed salary.

City Council 8 – 10 4/15/2025
CITY COUNCIL 11 APRIL 1, 2025
MOTION: Councilmember Hernandez moved to approve the recommended action for Item No. 16, seconded by Mayor Amezcua.

The motion carried, 5-1-0-1, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER

HERNANDEZ, COUNCILMEMBER PENALOZA, MAYOR

PRO TEM VAZQUEZ, MAYOR AMEZCUA

COUNCILMEMBER LOPEZ
NONE

COUNCILMEMBER PHAN
Status: 5 – 1 – 0 – 1 – Pass
AGENDA ITEM NO. 17 WAS PULLED FOR SEPARATE DISCUSSION AND

CONSIDERATION

17.Construction Contract to BNS Construction for the Fire Station 70, 2301 Old Grand Street, Remodel, ADA Restroom and Generator Upgrade (Project No. 24-6626) (General Fund)
Department(s): Public Works Agency
Recommended Action:

1. Approve an amendment to the FY 2024-25 Capital Improvement Program to include $716,250 in construction funds for the Fire Station 70 Remodel ADA Restroom and Generator Project.

2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $716,250 which includes $573,000 for the construction contract, $85,950 for contract administration, inspection, and testing, and a $57,300 project contingency for unanticipated or unforeseen work.

3. Award a construction contract to BNS Construction, the lowest responsible bidder, in accordance with the base bid in the amount of $573,000, subject to change orders, for the remodel of Fire Station 70 ADA Restroom and Generator Replacement for a term beginning upon April 1, 2025, and authorize City Manager to execute the contract.

4. Determine that, pursuant to the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2025-11 was filed for project 24-6626.

City Council 8 – 11 4/15/2025
CITY COUNCIL 12 APRIL 1, 2025
MINUTES: Councilmember Bacerra spoke in support of the item and emphasized the importance of a comprehensive study of fire facilities.

Councilmember Penaloza spoke in support of the item.

Councilmember Lopez spoke in support of the item.

MOTION: Councilmember Bacerra moved to approve the recommended action for Item No. 17, seconded by Mayor Amezcua
The motion carried, 5-0-0-2, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER LOPEZ,

COUNCILMEMBER PENALOZA, MAYOR PRO TEM

VAZQUEZ, MAYOR AMEZCUA
NONE
NONE

COUNCILMEMBER HERNANDEZ, COUNCILMEMBER
PHAN
Status: 5 – 0 – 0 – 2 – Pass

18.Cooperative Agreement with the Cities of Brea, Placentia, Anaheim, and Orange for the Kraemer Boulevard, Glassell Street, Grand Avenue Corridor Regional Traffic Signal Synchronization Project (Project No. 25-6705) (NonGeneral Fund) Department(s): Public Works Agency
Recommended Action:

1. Approve an appropriation adjustment recognizing $760,855 in matching funding from the Cities of Brea, Placentia, Anaheim, and Orange, into the Public Works Measure M-Street Construction, Expense Reimbursement revenue account (03217002-57000) and appropriate the same amount into the Measure M-Street Construction, Improvements Other Than Building expenditure account (03217663-66220) for the Kraemer Boulevard, Glassell Street, Grand Avenue Corridor Regional Traffic Signal Synchronization Project. (Requires five affirmative votes)

2. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include city match reimbursement funding in the amount of $760,855 for the Kraemer Boulevard, Glassell Street, Grand Avenue Corridor Regional Traffic Signal Synchronization Project (Project No. 25-6705).

City Council 8 – 12 4/15/2025
CITY COUNCIL 13 APRIL 1, 2025

3. Authorize the City Manager to execute a Cooperative Agreement with the Cities of Brea, Placentia, Anaheim, and Orange, which identifies each city’s roles and responsibilities to implement the Kraemer Boulevard, Glassell Street, Grand Avenue Corridor Regional Traffic Signal Synchronization Project for a term beginning upon full approval of the agreement by all parties and effective until December 31, 2030, with an option for extension (Agreement No. A-2025-031).

MOTION: Councilmember Hernandez moved to approve the recommended action for Item No. 18 as part of the Consent Calendar, seconded by Councilmember Bacerra.

The motion carried, 6-0-1, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER

HERNANDEZ, COUNCILMEMBER LOPEZ,

COUNCILMEMBER PENALOZA, MAYOR PRO TEM

VAZQUEZ, MAYOR AMEZCUA
NONE
COUNCILMEMBER PHAN (recusal)
NONE
Status: 6 – 0 – 1 – Pass

19. Agreement with Bucknam Infrastructure Group, Inc. for the Measure M2 Required Pavement Management Program Update (Project No. 25-6898) (NonGeneral Fund) Department(s): Public Works Agency
Recommended Action: Authorize the City Manager to execute an agreement with Bucknam Infrastructure Group, Inc., for Pavement Management Program Update services, for an amount not to exceed $135,000, which includes the base amount of $119,395 and contingency of $15,605, for a term beginning April 1, 2025 and expiring March 31, 2028, with provisions for two, one-year extensions (Agreement No. A-2025-032).
*END OF CONSENT CALENDAR**
MINUTES: At 8:05 P.M., the Business Calendar was considered.

20.Fiscal Year 2024-25 Create a Construction Services Section and Add 13 FullTime Positions (Non-General Fund) Department(s): Public Works Agency

BUSINESS CALENDAR
City Council 8 – 13 4/15/2025
CITY COUNCIL 14 APRIL 1, 2025
Recommended Action: Adopt a resolution to amend the current fiscal year 2024- 25 annual budget to add 13 full-time positions and create a Construction Services Section in the Public Works Agency
RESOLUTION NO. 2025-010 entitled A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND THE CURRENT FISCAL YEAR 2024- 25 ANNUAL BUDGET TO ADD FULL-TIME POSITIONS IN THE PUBLIC WORKS AGENCY
MOTION: Mayor Amezcua moved to approve the recommended action for Item No. 20, seconded by Mayor Pro Tem Vazquez.

The motion carried, 6-0-0-1, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER

HERNANDEZ, COUNCILMEMBER LOPEZ,

COUNCILMEMBER PENALOZA, MAYOR PRO TEM

VAZQUEZ, MAYOR AMEZCUA
NONE
NONE

COUNCILMEMBER PHAN
Status: 6 – 0 – 0 – 1 – Pass

21. Omnibus Amendments to Chapter 2 of the Santa Ana Municipal Code Including Meeting Frequency for the Personnel Board, Contracting Authority for the City Clerk and City Attorney, and Relying on State Law Regarding Campaign Contributions Effect on Proceedings Involving a License, Permit or other Entitlement for Use
Department(s): City Attorney’s Office
Recommended Action: Approve the First Reading of an Ordinance of the City Council of the City of Santa Ana amending Chapter 2 of the Santa Ana Municipal Code as to Section 2-328 Regarding Meetings; Chairperson and Recording Secretary of Appointive Boards and Commissions, Adding Section 2-331.5 Regarding Meetings of the Personnel Board, Amending the Title of Article VII of Chapter 2, Amending Section 2-748 Regarding City Manager Contracting Authority, Adding Section 2-748 Regarding City Attorney and City Clerk Contracting Authority, and Repealing Section 2-107 Regarding Prohibited Campaign Contributions.

City Council 8 – 14 4/15/2025
CITY COUNCIL 15 APRIL 1, 2025
ORDINANCE NO. NS-3078 entitled AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTER 2 OF THE SANTA ANA MUNICIPAL CODE AS TO SECTION 2-328 REGARDING MEETINGS;

CHAIRPERSON AND RECORDING SECRETARY OF APPOINTIVE BOARDS AND COMMISSIONS, ADDING SECTION 2-331.5 ENTITLED MEETINGS, AMENDING THE TITLE OF ARTICLE VII OF CHAPTER 2, AMENDING SECTION 2-748 REGARDING CITY MANAGER CONTRACTING AUTHORITY, ADDING SECTION 2-749 REGARDING CITY ATTORNEY AND CITY CLERK CONTRACTING AUTHORITY, AND REPEALING SECTION 2-107 REGARDING

PROHIBITED CAMPAIGN CONTRIBUTIONS
MINUTES: Councilmember Bacerra requested to add the following language to the end of the Personnel Board Section 2-331.5 “may hold up to two additional meetings per month”.

MOTION: Councilmember Bacerra moved to approve the recommended action for Item No. 20 as amended, seconded by Councilmember Hernandez.

The motion carried, 6-0-0-1, by the following roll call vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

COUNCILMEMBER BACERRA, COUNCILMEMBER

HERNANDEZ, COUNCILMEMBER LOPEZ,

COUNCILMEMBER PENALOZA, MAYOR PRO TEM

VAZQUEZ, MAYOR AMEZCUA
NONE
NONE

COUNCILMEMBER PHAN
Status: 6 – 0 – 0 – 1 – Pass
**END OF BUSINESS CALENDAR**
[SECTION INTENTIONALLY LEFT BLANK]
City Council 8 – 15 4/15/2025
CITY COUNCIL 16 APRIL 1, 2025

PUBLIC HEARINGS
PUBLIC COMMENTS – Members of the public may address the City Council on each of the Public Hearing items.

AGENDA ITEM NO. 22 WAS CONTINUED TO THE MAY 6, 2025 CITY COUNCIL MEETING.

22. Public Hearing for Resolution to Make Findings and Adopt Addendum to the Transit Zoning Code Environmental Impact Report (State Clearinghouse Number No. 2006071100), Zoning Ordinance Amendment (ZOA) No. 2024-02 and Amendment Application (AA) No. 2024-03 Amending Certain Sections of Article XIX (The Transit Zoning Code, Specific Development No. 84) of Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) Addressing Industrial Land Uses, Nonconformities, and Operating Standards, and Amending the City of Santa Ana Zoning Map to Remove the Light Industrial (M1) and Heavy Industrial (M2) Suffixes from Certain Properties Within the SD-84 District Boundary
Legal notice published in the OC Reporter on March 21, 2025 and mailed on same day.

Department(s): Community Development Agency
Recommended Action:

1. Adopt a resolution to make findings pursuant to Public Resources Code and to adopt the Addendum to the Transit Zoning Code Environmental Impact Report (State Clearinghouse Number No. 2006071100). Pursuant to the California Environment Quality Act (CEQA), and based on independent review and analysis, and the administrative record as a whole, that, in exercising its independent judgement, amend TZC SD-84 Final EIR with an addendum that the City Council find that pursuant to CEQA Guidelines Section 15162, no subsequent Environmental Impact Report (EIR) is required for the adoption of the proposed Ordinances; and pursuant to CEQA Guidelines Section 15164, an addendum to the Transit Zoning Code EIR was accordingly prepared.

RESOLUTION NO. 2025-XXX entitled A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF SANTA ANA TO MAKE FINDINGS PURSUANT TO PUBLIC RESOURCES CODE SECTION 21166 AND TO ADOPT THE

ADDENDUM TO THE TRANSIT ZONING CODE ENVIRONMENTAL IMPACT REPORT (STATE CLEARINGHOUSE NUMBER NO. 2006071100)
City Council 8 – 16 4/15/2025
CITY COUNCIL 17 APRIL 1, 2025

2. Adopt an ordinance to approve Zoning Ordinance Amendment (ZOA) No. 2024-02 amending certain sections of Article XIX (The Transit Zoning Code, Specific Development No. 84 (SD-84)) of Chapter 41 (Zoning) of the Santa Ana Municipal Code including amendments to the regulations, overlay districts and maps in the zoning district; modifying the authorized land uses and permit types; establishing revised non-conforming use regulations, including the addition of an amortization/termination of use process and adding operational standards for certain permitted and non-conforming uses.

ORDINANCE NO. NS-XXXX entitled AN ORDINANCE OF THE CITY

COUNCIL OF THE CITY OF SANTA ANA APPROVING ZONING
ORDINANCE AMENDMENT NO. 2024-02, AMENDING CERTAIN
SECTIONS OF CHAPTER 41 (ZONING) OF ARTICLE XIX OF THE SANTA

ANA MUNICIPAL CODE RELATED TO THE REGULATIONS, OVERLAY

DISTRICTS AND MAPS IN THE TRANSIT ZONING CODE/SPECIFIC
DEVELOPMENT (SD) NO. 84 ZONING DISTRICT; MODIFYING THE
AUTHORIZED LAND USES AND PERMIT TYPES; ESTABLISHING

REVISED NONCONFORMING USE REGULATIONS, INCLUDING THE

ADDITION OF AN AMORTIZATION/TERMINATION OF USE PROCESS AND

ADDING OPERATIONAL STANDARDS FOR CERTAIN PERMITTED AND

NONCONFORMING USES

3. Adopt an ordinance to approve Amendment Application (AA) No. 2024-03 amending the zoning by removing the M1 (Light Industrial) and M2 (Heavy Industrial) suffixes from certain properties within the SD-84 zoning district boundary as designated on the City of Santa Ana Zoning Map.

ORDINANCE NO. NS-XXXX entitled AMENDMENT APPLICATION (AA) NO. 2024-03 – AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA AMENDING THE OFFICIAL ZONING MAP OF THE CITY OF SANTA ANA BY REMOVING THE M1 (LIGHT INDUSTRIAL) AND M2
(HEAVY INDUSTRIAL) SUFFIXES FROM CERTAIN PROPERTIES WITHIN THE SD-84 ZONING DISTRICT BOUNDARY
**END OF PUBLIC HEARINGS**

CITY MANAGER COMMENTS
MINUTES: City Manager Alvaro Nuñez announced his attendance at the GROW Conference hosted by the Santa Ana Chamber of Commerce, spoke regarding the Sahuayo Business Expo, and hoped to see future economic growth for the City. He announced that Earth Day will be celebrated with tree planting events and the Memorial Park Aquatics Center groundbreaking ceremony will be on Saturday, April 5, 2025. He thanked Council for their comments regarding Item No. 16.

City Council 8 – 17 4/15/2025
CITY COUNCIL 18 APRIL 1, 2025

COUNCIL COMMENTS
AB1234 DISCLOSURE – If the City paid for travel or other expenses this is the time for members of the Council to provide a brief oral report on attendance of any regional board or commission meeting or any conference, meeting or event attended.

MINUTES: Councilmember Lopez announced her monthly office hours at 9:00 A.M. on April 12, 2025 at Edna Park, thanked staff for all of their hard work on the Sahuayo Business Expo, and announced Earth Day tree planting events at Santiago Park and Cabrillo Park.

Councilmember Penaloza thanked the City Manager and staff for prioritizing projects like the Memorial Park renovation and Bristol Street widening, announced the birth of his son Lucas Elias Penaloza on March 19, 2025, and invited everyone to the Memorial Park groundbreaking ceremony.

Councilmember Hernandez thanked everyone for their participation and City Manager Alvaro Nuñez for his hard work and willingness to work with the Council. He announced several community events: on Friday April 4, 2025: the unveiling of a new playground at Angels Park; community garden inauguration at El Salvador Park; on Saturday April 5, 2025: Memorial Park groundbreaking ceremony, Thrive Micro Farm opening; and the grand opening of Santos Pizza in downtown. He requested the meeting be adjourned in memory of Isidro “Sid” Pineda, a City sanitation inspector.

Councilmember Bacerra congratulated Councilmember Penaloza and his wife on the birth of their son, thanked Assistant City Manager Minh Thai for ensuring the sidewalk at the Business Expo was safe and accessible, thanked staff for attending the South Coast Community meeting, and commented on the cleanliness of the flood control channel adjacent to Flower Street, Proposition 36, and proposed Senate Bill 28. He spoke in support of the Orange County School of the Arts (OCSA) and the Santa Ana Unified District working collaboratively to ensure OCSA can continue to operate in the City and announced his community office hours on Saturday, April 5, 2025 at 10:00 A.M. at Thornton Park.

Mayor Pro Tem Vazquez congratulated Councilmember Penaloza and his wife on the birth of their son, reported his attendance at the GROW Conference and the Sahuayo Business Expo, and thanked his aide, Karina Romero, for her hard work.

Mayor Amezcua expressed appreciation of her aide, Claudia Perez, thanked all of the staff that helped make the Sahuayo Business Expo a success, commented on the GROW Conference, and she disclosed her trip to Sacramento on March 26, 2025 to testify on Senate Bill 329, her attendance at the League of Cities Policy Committee meeting in Burbank, and the Morrison Neighborhood Community meeting. She thanked all of the staff who attended the Coffee with the Mayor event, invited everyone to attend her tree planting event on April 19, 2025 at Santiago Park, and reminded residents to participate in the Community Budget Priorities Survey. She reminded everyone that April is Sexual Assault Awareness Month and April 30, 2025 is Denim Day and requested the water tower be lit up in teal in support.

City Council 8 – 18 4/15/2025
CITY COUNCIL 19 APRIL 1, 2025
ADJOURNMENT – Adjourn the City Council meeting.

MINUTES: Mayor Amezcua adjourned the City Council Meeting in memory of Isidro “Sid” Pineda at 8:36 P.M.

Respectfully submitted:
___________________________
Jennifer L. Hall, CMC
City Clerk
City Council 8 – 19 4/15/2025
City Attorney’s Office
www.santa-ana.org/city-attorneys-office/
Item # 10
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 15, 2025
TOPIC: Authorization for City Attorney to File Drug Den Abatement Actions

AGENDA TITLE
Authorization for City Attorney to File Drug Den Abatement Actions

RECOMMENDED ACTION
Authorize the City Attorney’s Office to file nuisance abatement actions in the Orange County Superior Court against the property and business owners of El Tapatio Restaurant, Royal Roman Motel, and Royal Grand Inn.
• 1502 E. 1st St., Santa Ana (“El Tapatio Restaurant”)
• 1504 E. 1st St., Santa Ana (“Royal Roman Motel”)
• 1519 E. 1st St., Santa Ana (“Royal Grand Inn”)
GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The properties listed above are owned by Kyong Su Kim and Myong Kim (collectively, the “Kims”). The Kims, per the Secretary of State website, are Managers of the Royal Roman Motel, LLC (California Limited Liability Company) and the Royal Grand Inn, LLC (California Limited Liability Company). Nayan Ahir and Ravin Ahir are, per the Secretary of State website, Officers of the Royal Motel Inc., a California Corporation and Royal Grand, Inc., a California Corporation. Humberto Arzate-Gomez is an Officer of Hacienda Arzate, Inc., a California Corporation which, according to the Secretary of State’s website, is registered to 1502 E. 1st Street. Maria Melendez, according to City records, owns the restaurant known as Mariscos El Tapatio y Antojitos.

SAPD Enforcement of Narcotics Activities
Over the past three years, these properties have been the source of a staggering number of calls for service by the Santa Ana Police Department. Since 2022, there have been 765 calls for service at the Royal Roman Motel, 584 calls for service at the Royal Grand Motel, and 92 calls for service at El Tapatio. Many of the calls for service involve City Council 10 – 1 4/15/2025
Authorization for City Attorney to File Drug Den Abatement Actions April 15, 2025

Page 2 ends

the investigation and enforcement of narcotics violations that have taxed police resources. The following felony and misdemeanor criminal violations have been committed on, around, and/or connected to the Properties:
• Health & Safety Code §11364 (possession of drug paraphernalia) • Health & Safety Code §11377 (possession of methamphetamine) • Health & Safety Code §11378 (possession of a controlled substance for sale) • Health & Safety Code §11379 (transporting controlled substances for sale) • Health & Safety Code §11350 (possession of a controlled substance) • Health & Safety Code §11351 (possession/purchase for sale narcotics/controlled substances)
• Health & Safety Code §11352 (transportation/sale narcotics/controlled substances)
• Health & Safety Code §11375(b)(2) (possession controlled substance without prescription
• Health & Safety Code §11395(b)(1) (narcotics possession w/ two prior convictions)
• Penal Code §647(f) (disorderly conduct: under influence of drug) The reputation of the motels in the community is evident by the following online comments for the Royal Roman:
• “Lots of homeless and drug activity…police frequent here” • “…homeless people and drug sales. Not safe for Nobody” • “...people taking drugs, very unsafe…”
• “…drugs everywhere. The place was raided by Santa Ana police…” • “This is the place to pick up whatever you may need if you're appetite consists of hard narcotics in lethal amounts!...”
An anonymous individual posted the following comment below an article entitled “The SAPD made two drug busts at the Royal Roman Motel[1]”:
“These motels on 1st need to be declared a public nuisance and shut down. They are injurious the health and safety of both the community, and to the poor souls who are forced to live there. A little research into public business records suggest the owners of the Royal Roman (and the equally ghetto Royal Grand across the street) live in multimillion mansions in the hills. What a disgrace. Slum lords in the truest sense of the word.”
[1] https://newsantaana.com/the-sapd-made-two-drug-busts-at-the-royal-roman-motel/ City Council 10 – 2 4/15/2025
Authorization for City Attorney to File Drug Den Abatement Actions April 15, 2025

Page 3 ends

For the Royal Grand:
• “The people who stay here do a ton of drugs openly…staff and owners don’t care...”
• “…Better hotels/rooms same price. You won’t be exposed to drug use/paraphernalia all around…”
Code Enforcement Violations
Royal Roman
In August 2024, Code Enforcement issued a Notice and Order for five (5) units at the Property for various code violations due to fire and water damage. Many of these units remain “red tagged” as of February 2025.

Royal Grand
In 2022, Code Enforcement issued a Notice and Order for interior and exterior violations. In 2023, administrative fines totaling $2,000 were issued. In February 2025, an administrative citation was issued for a violation of Santa Ana Municipal Code §17920.3(a)(5), lack of hot water.

El Tapatio
The Department of Alcoholic Beverage Control (“ABC”) has conducted numerous investigations at El Tapatio for the unlawful sale/service of alcoholic beverages after hours. In August 2024, Code Enforcement issued a Notice and Order due to loss of electrical power. Recently, the California State Labor Commission (Commission), the Employment Development Department (EDD), and Code Enforcement conducted an inspection at the property. The business was operating without worker’s compensation insurance and a payroll system. The owner was issued a citation in the amount of $69,000 and was advised to cease all operations until they were in compliance with the law.

STATUTORY AUTHORITY
The City Attorney may maintain an action to abate and prevent a nuisance under the Drug Den Abatement Act, state law, and local ordinance. Every building/place used for the purpose of unlawfully selling, serving, storing, keeping, manufacturing, or giving away any controlled substance…and any building/place where these acts take place, is a nuisance which shall be enjoined, abated, and prevented, and for which damages may be recovered. (Health & Safety Code §§11570). The Court may issue a temporary restraining order or injunction to abate and prevent the continuance of the nuisance.

City Council 10 – 3 4/15/2025
Authorization for City Attorney to File Drug Den Abatement Actions April 15, 2025

Page 4 ends

In order to preserve public safety and protect its residents from the dangerous narcotics activities maintained at these properties, we are seeking authority to bring an action against the property and business owners seeking remedies that include, but are not limited to:
• Temporary Restraining Order (Preliminary/Permanent Injunction) to abate the nuisance (H&S §11573(a))
• Closure (Board up and shut down) order for up to one year (H&S§ 11573.5(b)) • Removal of fixtures and movable property causing the nuisance (H&S §11581(a))
• Civil penalties up to $25,000 per defendant (H&S Code §11581(b)(2)) • Appointment of a receiver to take control of the property and possibly sell the property to a responsible owner (C.C.P. §568.5)
• Attorney’s fees and enforcement costs (C.C.P. §3496; City of Oakland v.

McCullough (1996) 46 Cal.App.4th 1, 6)
• Potential contempt if an Order for Abatement is violated (H&S §11580)

ENVIRONMENTAL IMPACT
There is no environmental impact requiring CEQA review associated with this action.

FISCAL IMPACT
The City Attorney’s Office will be prosecuting this matter in-house and will be seeking attorney’s fees and costs, civil penalties, and abatement costs in the legal action.

EXHIBIT(S)
None.

Submitted By: Sonia Carvalho, City Attorney
Approved By: Alvaro Nuñez, City Manager
City Council 10 – 4 4/15/2025
Police Department
www.santa-ana.org/pd
Item # 11
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 15, 2025
TOPIC: Automated License Plate Recognition System

AGENDA TITLE
Automated License Plate Recognition System

RECOMMENDED ACTION
Receive and file.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
Pursuant to California Senate Bill 34 (2015), a public agency that operates or intends to operate an Automated License Plate Recognition (ALPR) system shall provide an opportunity for public comment at a regularly scheduled public meeting of the governing body of the public agency before implementing the program. This staff report is to provide the information regarding the Police Department’s intent to procure and use an ALPR system and to allow for the public to provide comment.

The Santa Ana Police Department strives to provide effective police services with integrity, respect, and compassion while fostering strong partnerships with the community it serves. Utilizing available technology that aligns with the City’s law enforcement practices remains a top priority. To further this priority, staff intends to adopt an ALPR program in the City of Santa Ana to significantly enhance the Police Department's capabilities by automatically scanning and processing thousands of license plates daily.

This technology allows officers to focus on community engagement and proactive policing while the system efficiently gathers data on vehicle movements. With current staffing deficits within the Police Department, an ALPR program will help close the gap in service by leveraging technology to support policing efforts to effectively respond to and investigate criminal incidents. ALPR technology can assist in the swift identification of vehicles associated with criminal activity and help recover missing persons. This rapid response capability can deter crime and improve overall community safety.

City Council 11 – 1 4/15/2025
Automated License Plate Recognition System
April 15, 2025

Page 2 ends

Implementing ALPR technology in Santa Ana can enhance trust within the community by ensuring that policing efforts are data-driven and focused on actual crime trends, while reducing police contacts perceived to be prejudicial or arbitrary. The ability to gather timely and specific vehicle data can determine whether or not police personnel can obtain crucial evidence to assist in bringing justice to victims of crime in our city.

Staff intends to bring agreements for ALPR equipment and software for City Council consideration at a future meeting.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)
None
Submitted By: Robert Rodriguez, Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 11 – 2 4/15/2025
Finance and Management Services
www.santa-ana.org/finance
Item # 12
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 15, 2025
TOPIC: Single Audit Report for the Fiscal Year Ended June 30, 2024

AGENDA TITLE
Single Audit Report for the Fiscal Year Ended June 30, 2024

RECOMMENDED ACTION
Receive and file Single Audit Report for the Fiscal Year Ended June 30, 2024.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
All non-federal entities that expend $750,000 or more of federal awards each fiscal year are required to obtain a Single Audit to comply with the regulations of the Federal Office of Management and Budget (OMB). The Single Audit for the fiscal year ended June 30, 2024 has been completed by the City’s independent auditor, CliftonLarsonAllen LLP.

During the fiscal year 2023-24, the City administered twenty-three (23) federal grant programs and expended $119.9 million, representing an increase of $5.4 million from the prior fiscal year. The increase was primarily due to additional spending of $5.9 million in Section 8 Housing Choice Vouchers, $5.1 million in Highway Planning & Construction, and $11.9 million in Coronavirus State and Local Fiscal Recovery, offset by decreases in Community Development Block Grant, HOME Investment Partnership, and Emergency Rental Assistance of $4.1 million, $6.6 million, and $5.2 million, respectively.

Of the twenty-three (23) programs administered by the City, the auditors identified three major programs for the audit: Coronavirus State and Local Fiscal Recovery ($34.7 million), Community Programs to Improve Minority Health Grant ($0.9 million), and the Highway Planning and Construction ($6.7 million).

The Finance and Management Services Agency is pleased to report that the City received an unmodified opinion commonly known as a clean opinion; which is considered the most favorable conclusion for the audit. The unmodified opinion indicates that the City has complied, in all material respects, with the compliance requirements for the fiscal year ended June 30, 2024. Additionally, there were no findings related to the compliance requirements of the three major programs selected for test work.

City Council 12 – 1 4/15/2025
Single Audit Report for the Fiscal Year Ended June 30, 2024 April 15, 2025

Page 2 ends

The report (Exhibit 1) is posted and available on the City’s website (https://www.santaana.org/financial-reports) along with prior fiscal years and has been submitted to the Federal Audit Clearinghouse. The Single Audit Report is required to be submitted by March 31.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. FY23-24 Single Audit Report
Submitted By: Alex Trinidad, Acting Executive Director, Finance and Management Services Agency
Approved By: Alvaro Nuñez, City Manager
City Council 12 – 2 4/15/2025

CITY OF SANTA ANA, CALIFORNIA

SINGLE AUDIT OF FEDERAL AWARDS

AND OTHER FINANCIAL INFORMATION
JUNE 30, 2024
EXHIBIT 1
City Council 12 – 3 4/15/2025

CITY OF SANTA ANA, CALIFORNIA
JUNE 30, 2024

TABLE OF CONTENTS
Page
Number
Independent Auditors’ Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 1 - 2
Independent Auditors’ Report on Compliance for Each Major Federal Program, Report on Internal Control over Compliance, Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance, Schedule of Expenditures of State Awards Required by the State of California, and Housing Authority of the City of Santa Ana Financial Data Schedules Required by the U.S. Department of Housing and Urban Development 3 - 6 Schedule of Expenditures of Federal Awards 7 - 10
Schedule of Expenditures of State Awards 11
Notes to the Schedules of Expenditures of Federal and State Awards 12 Housing Authority of the City of Santa Ana Financial Data Schedules:

Financial Data Schedule of Assets, Liabilities, and Equity as of June 30, 2024 13 Financial Data Schedule of Revenues, Expenses, and Changes in Equity for the Fiscal Year Ended June 30, 2024 14
Schedule of Findings and Questioned Costs 15 - 16
Summary Schedule of Prior-Year Audit Findings 17
City Council 12 – 4 4/15/2025
CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

CliftonLarsonAllen LLP
CLAconnect.com
1 INDEPENDENT AUDITORS’ REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS

BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED

IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
Honorable City Council
of the City of Santa Ana
Santa Ana, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Santa Ana, California (the City), as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements and have issued our report thereon dated December 12, 2024.

Report on Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

City Council 12 – 5 4/15/2025
Honorable City Council
of the City of Santa Ana
Santa Ana, California
2 Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of This Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

CliftonLarsonAllen LLP
Irvine, California
December 12, 2024
City Council 12 – 6 4/15/2025
CLA (CliftonLarsonAllen LLP) is an independent network member of CLA Global. See CLAglobal.com/disclaimer.

CliftonLarsonAllen LLP
CLAconnect.com
3 INDEPENDENT AUDITORS’ REPORT ON COMPLIANCE FOR EACH MAJOR

FEDERAL PROGRAM, REPORT ON INTERNAL CONTROL OVER COMPLIANCE,

REPORT ON THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS REQUIRED

BY THE UNIFORM GUIDANCE, SCHEDULE OF EXPENDITURES OF STATE

AWARDS REQUIRED BY THE STATE OF CALIFORNIA, AND HOUSING AUTHORITY

OF THE CITY OF SANTA ANA FINANCIAL DATA SCHEDULES REQUIRED BY THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
Honorable City Council
of the City of Santa Ana
Santa Ana, California
Report on Compliance for Each Major Federal Program
Opinion on Each Major Federal Program
We have audited the City of Santa Ana’s (the City) compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on each of the City’s major federal programs for the year ended June 30, 2024. The City’s major federal programs are identified in the summary of auditors’ results section of the accompanying schedule of findings and questioned costs.

In our opinion, the City complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2024.

Basis for Opinion on Each Major Federal Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditors’ Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City’s compliance requirements referred to above.

City Council 12 – 7 4/15/2025
Honorable City Council
of the City of Santa Ana
Santa Ana, California
4 Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the City’s federal programs.

Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of each major federal program as a whole.

In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we:
x exercise professional judgment and maintain professional skepticism throughout the audit. x identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.
x obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.

City Council 12 – 8 4/15/2025
Honorable City Council
of the City of Santa Ana
Santa Ana, California
5 Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.

Our consideration of internal control over compliance was for the limited purpose described in the Auditors’ Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose.

City Council 12 – 9 4/15/2025
Honorable City Council
of the City of Santa Ana
Santa Ana, California
6 Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance, the Schedule of Expenditures of State Awards Required by the State of California, and the Housing Authority of the City of Santa Ana Financial Data Schedules Required by the U.S. Department of Housing and Urban Development
We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Santa Ana as of and for the year ended June 30, 2024, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements. We issued our report thereon dated December 12, 2024, which contained unmodified opinions on those financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying Schedule of Expenditures of Federal Awards, the Schedule of Expenditures of State Awards, and the Housing Authority of the City of Santa Ana Financial Data Schedules are presented for purposes of additional analysis as required by the Uniform Guidance, the State of California, and the U.S. Department of Housing and Urban Development, respectively, and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements.

The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Schedule of Expenditures of Federal Awards, the Schedule of Expenditures of State Awards, and the Housing Authority of the City of Santa Ana Financial Data Schedules are fairly stated in all material respects in relation to the basic financial statements as a whole.

CliftonLarsonAllen LLP
Irvine, California
March 21, 2025
City Council 12 – 10 4/15/2025

CITY OF SANTA ANA, CALIFORNIA
Schedule of Expenditures of Federal Awards
For the Fiscal Year Ended June 30, 2024
Federal Grantor / Pass-Through Total Passed
Pass-Through Grantor / Entity Identifying Federal Through to Program / Cluster Title Number Expenditures Subrecipients U.S. Department of Housing and Urban Development
Direct Programs:

Community Development Block Grants - Entitlement Grants Cluster:

Community Development Block Grants N/A 5,300,637 $ 994,188 $ COVID-19 - Community Development Block Grants N/A 108,808 32,759 Subtotal Community Development Block Grants -
Entitlement Grants Cluster 1,026,947 5,409,445
Emergency Solutions Grant Program N/A 426,784 308,288
COVID-19 - Emergency Solutions Grant Program N/A 653,959 433,852 Subtotal Emergency Solutions Grant Program 1,080,743 742,140 Housing Voucher Cluster:

Section 8 Housing Choice Vouchers N/A 54,156,247 -
COVID-19 - Emergency Housing Voucher Rental
Assistance (ARPA) N/A 1,792,657 -
COVID-19 - Emergency HSG Voucher Rental
Assist-Admin (ARPA) N/A 113,160 12,500
Subtotal Section 8 Housing Choice Vouchers 56,062,064 12,500 Mainstream Vouchers N/A 3,480,650 -
Subtotal Housing Voucher Cluster 12,500 59,542,714
Family Self-Sufficiency Program N/A 133,534 -
Family Self-Sufficiency Program N/A 126,339 -
Subtotal Family Self-Sufficiency Program 25 - 9,873
HOME Investment Partnerships Program N/A 391,749 -
COVID-19 - HOME - American Rescue Plan Program N/A 9,138 - Subtotal HOME Investment Partnerships Program 400,887 - Total U.S. Department of Housing and Urban Development 66,693,662 1,781,587 U.S. Department of the Interior - Bureau of Reclamation Direct Programs:

Reclamation States Emergency Drought Relief N/A 732,231 - Reclamation States Emergency Drought Relief N/A 740,000 - Subtotal Reclamation States Emergency Drought Relief 1,472,231 - WaterSMART (Sustain & Manage America's
Resources for Tomorrow) N/A 1,148,536 -
Total U.S. Department of Interior - Bureau of Reclamation 2,620,767 - U.S. Department of Justice
Direct Programs:

Bulletproof Vest Partnership Program N/A 14,378 -
(Continued)
See accompanying Notes to the Schedules of Expenditures of Federal and State Awards.

14.896

14.239

16.607

14.218

14.871

14.879

14.871

14.231

14.231
Federal

14.218
Assistance
Listing
Number

15.514

15.507
7 City Council 12 – 11 4/15/2025

CITY OF SANTA ANA, CALIFORNIA
Schedule of Expenditures of Federal Awards
For the Fiscal Year Ended June 30, 2024 (Continued)
Federal Grantor / Pass-Through Passed
Pass-Through Grantor / Entity Identifying Federal Through to Program / Cluster Title Number Expenditures Subrecipients Passed through County of Orange Sheriff's Department:

Edward Byrne Memorial Justice Assistance Grant Program:

Byrne Justice Assistance Grant 2021 15PBJA-21-GG-01188-JAGX 14,522 $ - $ Byrne Justice Assistance Grant 2022 15PBJA-22-GG-02074-JAGX 77,572 - Byrne Justice Assistance Grant 2023 15PBJA-23-GG-03185-JAGX 4,745 - Board of State & Community Corrections BSCC 5227-121-001 91,203 - Subtotal Edward Byrne Memorial Justice Assistance Grant Program 188,042 - Passed through Human Options:

Culturally and Linguistically Specific Services Program 15JOVW-22-GG-01808-ICJR 55,081 - Total U.S. Department of Justice 257,501 -
U.S. Department of Labor
Workforce Innovation and Opportunity Act (WIOA) Cluster:

Passed through CA Employment Development Department:

WIOA Adult Program AA311027 755,267 -
WIOA Adult Program AA411027 69,183 -
Subtotal WIOA Adult Activities - 824,450
WIOA Dislocated Worker Formula Grants AA311027 146,990 - WIOA Dislocated Worker Formula Grants AA411027 670,717 - WIOA Dislocated Worker Formula Grants (Rapid Response) AA311027 26,895 - WIOA Dislocated Worker Formula Grants (Rapid Response) AA411027 228,808 - Subtotal WIOA Dislocated Worker Formula Grants 1,073,410 - WIOA Youth Activities AA311027 392,134
WIOA Youth Activities AA411027 194,385 294,338
Subtotal WIOA Youth Activities 294,338 586,519
Subtotal Workforce Innovation and Opportunity Act (WIOA) Cluster 2,484,379 294,338 Passed through CA Employment Development Department:

WIOA National Dislocated Worker Grants AA311027 131,043 - Total U.S. Department of Labor 2,615,422 294,338
U.S. Department of Transportation
Highway Planning and Construction:

Passed through CA Department of Transportation:

National Highway Performance Program BRLS 5063(184) 10,867 - Bicycle Corridor Improvement CMAQ 5063(181) BCI 1,728 - Highway Safety Improvement Program HSIPL 5063(189) 13,475 - Highway Safety Improvement Program HSIPL 5063(190) 340,605 - Active Transportation Program - Federal ATPLNI-5063(203) 47,426 - Active Transportation Program - Federal ATPSB1L-5063(193) 4,408,844 - Active Transportation Program - Federal ATPSB1L-5063(195) 1,836,180 - Subtotal Highway Planning and Construction 6,659,125 -
(Continued)
See accompanying Notes to the Schedules of Expenditures of Federal and State Awards.

16.738

16.738
Federal
Assistance
Listing
Number

17.278

20.205

17.278

20.205

16.016

17.258

16.738

17.259

17.277

20.205

17.258
8 City Council 12 – 12 4/15/2025

State and Community Highway Safety:

Passed through CA Office of Traffic Safety:

Selective Traffic Enforcement PT23066 $ - 249,902 $
Selective Traffic Enforcement PT24184 - 436,411
Public Education on Bicycle Safety PS23007 180,048 -
Subtotal State and Community Highway Safety Cluster 866,361 - Total U.S. Department of Transportation 7,525,486 -
U.S. Department of Treasury
COVID-19 - Coronavirus State & Local Fiscal Recovery (ARPA):

Direct Program:

COVID-19 - Coronavirus State & Local Fiscal Recovery (ARPA) N/A 33,048,140 712,514 Passed through the State Water Resource Control Board:

COVID-19 - Coronavirus State & Local Fiscal Recovery (ARPA) CA3010038 1,435,571 - COVID-19 - Coronavirus State & Local Fiscal Recovery (ARPA) 443251 191,770 - Subtotal COVID-19 - Coronavirus State & Local Fiscal Recovery (ARPA) 34,675,481 712,514 COVID-19 - Emergency Rental Assistance Program:

Direct Program:

COVID-19 - Emergency Rental Assistance Program 2 N/A 18,466 - Subtotal COVID-19 - Emergency Rental Assistance Program 18,466 - Total U.S. Department of Treasury 34,693,947 712,514
U.S. Department of Health and Human Services
Direct Program:

COVID-19 - Community Programs to Improve Minority Health Gran N/A 945,464 945,058 Passed through County of Orange Social Services Agency:

Temporary Assistance for Needy Families WDM0522 797,874 - Total U.S. Department of Health and Human Services 1,743,338 945,058 U.S. Department of Homeland Security
Homeland Security Grant Program:

Passed through CA Office of Emergency Services:

Urban Area Security Initiative 2019 2019-0035 059-95010 462,204 462,204 Urban Area Security Initiative 2021 2021-0081 059-95050 2,594,416 1,686,320 Passed through City of Anaheim:

Urban Area Security Initiative 2020 2020-0095 49,207 -
Urban Area Security Initiative 2022 2022-0043 556,182 - Subtotal Homeland Security Grant Program 3,662,009 2,148,524 (Continued)
See accompanying Notes to the Schedules of Expenditures of Federal and State Awards.

97.067

20.600

21.027

20.600

20.600
Assistance
Listing
Number
Federal

93.137

21.023

93.558

97.067

21.027

97.067
9 City Council 12 – 13 4/15/2025

Emergency Management Performance Grants EMPG-2022-0005 52,569 $ - $ Total U.S. Department of Homeland Security 3,714,578 2,148,524 Total Expenditures of Federal Awards $ 119,864,701 $ 5,882,021 See accompanying Notes to the Schedules of Expenditures of Federal and State Awards.

Assistance
Federal
Listing
Number

97.042
10 City Council 12 – 14 4/15/2025

CITY OF SANTA ANA, CALIFORNIA
Schedule of Expenditures of State Awards
For the Fiscal Year Ended June 30, 2024
Program State
Identification Awards
Grantor / Program Title Number Expenditures
CA Business Consumer Services and Housing Agency
Homeless Housing Assistance & Prevention 20-HHAP-00019 . $ 125,103 Homeless Housing Assistance & Prevention 2 21-HHAP-00012 . 471,768 Homeless Housing Assistance & Prevention 3 22-HHAP-10004 . 5,376,715 Homeless Housing Assistance & Prevention 4 23-HHAP-100XX . 938,806 . 6,912,392 .

CA Department of Housing and Community Development .

Affordable Housing Sustainable Communities Program 16-AHSC-11200 . 1,073 CalHome Housing Loan Program 04-Calhome-087 . 368,349
SB2 Planning Grants Program 19-PGP-13895 . 63,015
Local Early Action Planning Program 20-LEAP-15676 . 445,397 Permanent Local Housing Allocation 20-PLHA-15193 . 6,869,607 . 7,747,441 .

CA Department of Motor Vehicles .

SCAQMD - Mobile Source Air Pollution Reduction 2015 MSRC - ML-14012 . 116,939 .

CA Department of Resources Recycling and Recovery .

Beverage Container Payment Program CCP-20-280 . 77,820
Beverage Container Payment Program CCP-21-285 . 2,280
Beverage Container Payment Program CCP-22-263 . 573
. 80,673 .

CA Department of Transportation .

Solutions for Congested Corridors Program SB1 SCCPSB1L-5063(202) . 1,266,100 Solutions for Congested Corridors Program SB1 SCCP-A2-2223-10 12-1301A . 19,222 Clean CA Local Grant State CCAL 12-TRANSIT-06 . 1,045
Caltrans Clean CA CCLGP Grant 12-TRANSIT-16 . 138,983
Active Transportation Program ATPL-5063(170) . 440,272
Active Transportation Program ATPL-5063(179) . 76,242
Active Transportation Program ATPL-5063(214) . 17,724
Active Transportation Program ATPL-5063(218) . 14,619
Active Transportation Program ATPL-5063(219) . 7,831
Active Transportation Program ATPL-5063(215) . 9,996
Active Transportation Program ATPL-5063(216) . 12,417
Active Transportation Program ATPL-5063(212) . 3,409
Active Transportation Program - SB1 Augmentation ATPSB1L-5063(196) . 24,339 Active Transportation Program - SB1 Augmentation ATPSB1L-5063(197) . 2,915,823 Active Transportation Program - SB1 Augmentation ATPSB1L-5063(198) . 122,876 Active Transportation Program - SB1 Augmentation ATPSB1L-5063(199) . 732,858 Highway Safety Improvement Program - State HSIPSL-5063(204) . 149,720 Local Roadway Safety Plan LRSPL-5063(205) . 147,000
Clean California Local Grant Program CCL-5063-206 . 1,389,423 . 7,489,899 .

CA Department of Water Resources .

Prop68 FMPRA Grant Rouselle St 4600015314 . 156,966
Prop 1 Integrated Regional Water Management Program 4600013842 . 442,823 . 599,789 .

CA Natural Resources Agency .

Statewide Park Development & Community Revitalization C9801033 . 2,551,606 Statewide Park Development & Community Revitalization C9801034 . 212,198 General Fd Specified Grnt-F418 C5055107-0 . 3,835,472
General Fd Specified Grnt-CNRA GF2107-0 . 1,304,132
Advanced Metering Infrastructure GF1806-0 . 115,706
Proposition 68 Urban Flood Protection UF8807-0 . 3,688,284 CNRA Urban Greening Grant Program UG2119-0 . 186,934
. 11,894,332 .

CA Governor's Office of Service and Community Engagement California for All Youth Workforce Program JP21-002 2,409,782 . 2,409,782 .

CA State Coastal Conservancy .

Santa Ana River Conservancy Program 19-097, 19-158 . 375,877 Santa Ana River Conservancy Program-PWA 22-159 . 129,983 . 505,860 .

CA State Library .

Zip Books ZIP22-68 . 3,094
Building Forward Library BF-1-21-053 . 147,942
. 151,036 .

CA Workforce Development Board .

Prison to Employment Program M0113404 . 135,473 .
.

Total Expenditures of State Awards . $ 38,043,616
.

See accompanying Notes to the Schedules of Expenditures of Federal and State Awards. . 11 City Council 12 – 15 4/15/2025
12 CITY OF SANTA ANA, CALIFORNIA

NOTES TO THE SCHEDULES OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED JUNE 30, 2024

1. BASIS OF PRESENTATION
The accompanying Schedules of Expenditures of Federal and State Awards (the Schedules) include the federal and state award activities of the City of Santa Ana, California (the City), under programs of the federal government and the State of California, as well as federal and state financial assistance passed through other government agencies for the year ended June 30, 2024. The information in the Schedule of Expenditures of Federal Awards (SEFA) is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedules present only a selected portion of the operations of the City, they are not intended to, and do not, present the financial statements of the City. The City’s reporting entity is defined in Note 1 of the notes to the City’s financial statements.

2. BASIS OF ACCOUNTING
The accompanying Schedules are presented using the modified accrual basis of accounting for governmental funds and the accrual basis for proprietary funds, which is described in the Note 1 of the notes to the City’s financial statements. Such expenditures are recognized following the cost principles contained in the Uniform Guidance for all awards. The information in the SEFA is presented in accordance with the requirements of the Uniform Guidance. Therefore, some amounts presented in the SEFA may differ from amounts presented in, or used in the preparation of, the basic financial statements. Pass-through entity identifying numbers are identified where available.

3. INDIRECT COST RATE
The City has elected not to use the 10% de minimis indirect cost rate allowed under the Uniform Guidance.

City Council 12 – 16 4/15/2025

CITY OF SANTA ANA, CALIFORNIA
Housing Authority of the City of Santa Ana
Financial Data Schedule of Assets, Liabilities, and Equity June 30, 2024
Line Item
No. Account Description
Family Self
Sufficiency
Program
FSS Escrow
Forfeiture
Account
Housing Choice
Vouchers
Mainstream
Vouchers
Emergency
Housing
Voucher ARPA Total
Assets
Current Assets:
111 Cash - Unrestricted $ - $ - $ 3,523,832 $ 463,519 $ 109,204 $ 4,096,555 113 Cash - Other Restricted - 153,865 1,002,385 - 42,888 1,199,138 115 Cash - Restricted for Payment of Current Liabilities - - 272,470 - - 272,470 100 Total Cash - 153,865 4,798,687 463,519 152,092 5,568,163 Receivables:
122 Accounts Receivable - HUD Other Projects - - 32,198 - - 32,198 125 Accounts Receivable - Miscellaneous - - - - - -
128 Fraud Recovery - - 12,376 - - 12,376
128.1 Allowance for Doubtful Accounts - Fraud - - (6,188) - - (6,188) 129 Accrued Interest Receivable - - - - - -
120 Total Receivables, Net of Allowances for Doubtful Accounts - - 38,386 - - 38,386 142 Prepaid Expenses and Other Assets - - - - - -
150 Total Current Assets - 153,865 4,837,073 463,519 152,092 5,606,549 Noncurrent Assets:

Fixed Assets:
164 Furniture, Equipment & Machinery - Administration - - - - - - 166 Accumulated Depreciation - - - - - -
160 Total Fixed Assets, Net of Accumulated Depreciation - - - - - - 174 Other Assets - - - - - -
180 Total Non-Current Assets - - - - - -
290 Total Assets and Deferred Outflows of Resources - $ 153,865 $ 4,837,073 $ 463,519 $ 152,092 $ 5,606,549 $ Liabilities and Equity
Liabilities:
312 Accounts Payable - HUD PHA Programs <=90 days $ - $ - $ 112,133 $ 3,986 $ - $ 116,119 322 Accrued Compensated Absences - Current Portion - - 36,279 - - 36,279 331 Accounts Payable - HUD PHA Programs - - - - - -
342 Deferred Revenues - - 6,188 - 33,740 39,928
345 Other Current Liabilities - - 272,470 - - 272,470
346 Accrued Liabilities - Other - - - - - -
310 Total Current Liabilities - - 427,070 3,986 33,740 464,796 Noncurrent Liabilities:
353 Noncurrent Liabilities - Other - - 817,411 - - 817,411 354 Accrued Compensated Absences - Non Current - - 108,836 - - 108,836 350 Total Noncurrent Liabilities - - 926,247 - - 926,247 300 Total Liabilities - - 1,353,317 3,986 33,740 1,391,043 Equity:
509.3 Restricted Fund Balance - 153,865 117,032 - 9,148 280,045 511.3 Assigned Fund Balance - - 3,366,724 459,533 109,204 3,935,461 512.3 Unassigned Fund Balance - - - - - -
513 Total Equity - Net Assets/Position - 153,865 3,483,756 459,533 118,352 4,215,506 600 Total Liabilities, Deferred Inflows of Resources and Equity - Net Assets/Position $ 153,865 - $ 4,837,073 $ 463,519 $ 152,092 $ 5,606,549 $ 13 City Council 12 – 17 4/15/2025

CITY OF SANTA ANA, CALIFORNIA
Housing Authority of the City of Santa Ana
Financial Data Schedule of Revenues, Expenses, and Changes in Equity For the Fiscal Year Ended June 30, 2024
Line Item
No. Account Description
Family Self
Sufficiency
Program
FSS Escrow
Forfeiture
Account
Housing Choice
Vouchers
Mainstream
Vouchers
Emergency
Housing
Voucher ARPA Total
Revenues
70600 HUD PHA Operating Grants $ 259,873 $ - $ 54,421,630 $ 3,609,383 $ 1,981,069 $ 60,271,955 71100 Investment Income - Unrestricted - ADMIN - - - - - - 71400 Fraud Recovery - - - - - -
71500 Other Revenue - - 455,404 109 90,151 545,664
72000 Investment Income - Restricted - HAP - - - - - -
70000 Total Revenue 259,873 - 54,877,034 3,609,492 2,071,220 60,817,619 Expenses
Administrative:
91100 Administrative Salaries 150,625 - 1,582,710 82,825 59,673 1,875,833 91200 Auditing Fees - - 12,223 98 58 12,379
91400 Advertising and Marketing - - 14,402 - - 14,402
91500 Employee Benefit Contributions - Administrative 101,059 - 807,665 47,594 34,378 990,696 91600 Other Operating - Administrative - - 517,354 20,226 6,602 544,182 91800 Travel, Training & Transportation 8,189 - 10,909 - - 19,098 91810 Allocated Overhead - - 329,472 15,724 11,177 356,373 91900 Other - - 223,659 4,200 1,575 229,434
91000 Total Operating - Administrative Expenses 259,873 - 3,498,394 170,667 113,463 4,042,397 Tenant Services:
92100 Tenant Services - Salaries - - - - 12,500 12,500
92300 Employee Benefit Contributions - Tenant Services - - - - - - 92400 Tenant Services - Other - - - - - -
92500 Total Tenant Services - - - - 12,500 12,500
General Expenses:
96140 All Other Insurance - - - - - -
96200 Other General Expenses - - 862,405 223 - 862,628
96210 Compensated Absences - - - - - -
96000 Total Operating - General Expenses - - 862,405 223 - 862,628 96900 Total Operating Expenses 259,873 - 4,360,799 170,890 125,963 4,917,525 97000 Excess Operating Revenue over Operating Expenses - - 50,516,235 3,438,602 1,945,257 55,900,094 97300 Housing Assistance Payments - - 49,891,814 3,309,760 1,792,657 54,994,231 97350 HA Portability-In - - 303,709 - 70,905 374,614
90000 Total Expenses 259,873 - 54,556,322 3,480,650 1,989,525 60,286,370 10093 Transfers between Program & Project-In - - - - - - 10094 Transfers between Program & Project-Out - - - - - - 10000
Excess (Deficiency) of Operating Revenues Over (Under)
Expenses $ - - $ 320,712 $ 128,842 $ 81,695 $ 531,249 $ Memo Account Information:
11030 Beginning Equity - $153,865 $3,163,044 $330,691 $36,657 3,684,257 11040 Prior period Adjustments and Equity Transfers - - - - - - 11050 Changes in Compensated Absence Balance - - - - - - 11190 Unit Months Available - - 35,206 2,772 1,032 39,010 11210 Number of Unit Months Leased - - 34,346 1,944 1,026 37,316 11170 Administrative Fee Equity - - $3,366,724 459,533 109,204 3,935,461 11180 Housing Assistance Payments Equity - 153,865 $117,032 - 9,148 280,045 Line 11170 & 11180 - 153,865 3,483,756 459,533 118,352 $ 4,215,506 Line 513 - 153,865 3,483,756 459,533 118,352
$ - $ - $ - $ - $ -
14 City Council 12 – 18 4/15/2025
15 CITY OF SANTA ANA, CALIFORNIA

SCHEDULE OF FINDINGS AND QUESTIONED COSTS
FOR THE YEAR ENDED JUNE 30, 2024
Section I – Summary of Auditors’ Results
Financial Statements

1. Type of auditors’ report issued: Unmodified

2. Internal control over financial reporting:
x Material weakness(es) identified? yes x no
x Significant deficiency(ies) identified? yes x none reported

3. Noncompliance material to financial
statements noted? yes x no
Federal Awards

1. Internal control over major federal programs:
x Material weakness(es) identified? yes x no
x Significant deficiency(ies) identified? yes x none reported

2. Type of auditors’ report issued on
compliance for major federal programs: Unmodified

3. Any audit findings disclosed that are
required to be reported in accordance
with 2 CFR 200.516(a)? yes x no
Identification of Major Federal Programs
Assistance Listings Number(s) Name of Federal Program or Cluster

20.205 Highway Planning and Construction

21.027 COVID-19 - Coronavirus State and Local Fiscal
Recovery Funds

93.137 COVID-19 - Community Programs to Improve
Minority Health Grant

Dollar threshold used to distinguish between
Type A and Type B programs: $ 3,000,000
Auditee qualified as low-risk auditee? x yes no
City Council 12 – 19 4/15/2025
16 CITY OF SANTA ANA, CALIFORNIA

SCHEDULE OF FINDINGS AND QUESTIONED COSTS (CONTINUED)
FOR THE YEAR ENDED JUNE 30, 2024
Section II – Financial Statement Findings
Our audit did not disclose any matters required to be reported in accordance with Government Auditing Standards.

Section III – Findings and Questioned Costs – Major Federal Programs Our audit did not disclose any matters required to be reported in accordance with 2 CFR 200.516(a).

City Council 12 – 20 4/15/2025
City Council 17 12 – 21 4/15/2025
18 City Council 12 – 22 4/15/2025
Information Technology Department
www.santa-ana.org/IT
Item # 13
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
April 15, 2025
TOPIC: Hewlett Packard Enterprise (HPE) Support Services for Servers and Storage Systems

AGENDA TITLE
Purchase Order to Hewlett Packard Enterprise (HPE) for Support Services for Servers and Storage Systems (Specification No. 25-052) (Non-General Fund)

RECOMMENDED ACTION
Authorize a Purchase Order to Hewlett Packard Enterprise (HPE) for Support Services for Servers and Storage Systems, for a three-year period beginning May 15, 2025 through May 14, 2028, in an amount not to exceed $90,492.

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
The City’s two data centers support continuous City business operations 24/7/365. To maintain this high level of service availability, the Information Technology Department relies on manufacturer-supported maintenance contracts that provide around-the-clock technical assistance and infrastructure support. Hewlett Packard Enterprise (HPE), a global leader in edge-to-cloud technology solutions, provides the City’s critical servers and storage infrastructure, ensuring high performance, security, and reliability. These systems require direct access to manufacturer technical support for rapid troubleshooting, remote diagnostics, and prompt resolution of system issues.

HPE support services provide 24/7 access to expert technical support, ensuring immediate assistance from manufacturer-certified engineers to diagnose and resolve hardware and software issues. This minimizes downtime and ensures uninterrupted operations. Additionally, continuous firmware and software updates are included in the contract, providing security patches, bug fixes, and software enhancements necessary to maintain system performance, security, and compliance with industry standards.

Proactive hardware monitoring and failure prevention are also integral to HPE’s services.

The support contract includes system monitoring that helps identify potential issues City Council 13 – 1 4/15/2025
HP Support Services for Servers and Storage Systems
April 15, 2025

Page 2 ends

before they lead to critical failures, reducing the risk of data loss and service disruptions.

Expedited replacement and repairs ensure that failed components are quickly addressed, preventing prolonged outages and maintaining service availability.

Santa Ana City Ordinance No. NS-3041 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The National Association of State Procurement Officials (NASPO) ValuePoint contract with Hewlett Packard Enterprise for HP equipment, annual support, and maintenance (Exhibit 1), resulting in Master Agreement No. 23008 and California Participating Addendum No. 7-23-70-55-03 (Exhibit 2), was awarded as a result of open, competitive bidding, and meets the City’s requirement.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
Funds in the amount of $90,492 are available for expenditure in the current Fiscal Year 2024-25 budget as follows:

Fiscal
Year
Accounting
Unit –
Account
Fund
Description
Accounting Unit,
Account Description Amount
2024-25 10920140-62307
Information
Technology
Network &
Telecommunications,
Hardware Maintenance
& Support
$90,492

EXHIBIT(S)

1. NASPO ValuePoint Agreement (No. 23008)

2. California Participating Addendum No. 7-23-70-55-03
Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Alvaro Nuñez, City Manager
City Council 13 – 2 4/15/2025

Page 1 of 48 ends

NASPO ValuePoint Master Agreement No.: 23008
This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and Hewlett Packard Enterprise whose designated business address is 1701 East Mossy Oaks Road, Spring, TX 77389 (“Contractor”). State and Contractor may be referred to jointly as “Parties.” Recitals

1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and

4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add state specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.

Accordingly, the Parties agree as follows:

Contract
Term of Contract
Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.

Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.

If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 3 4/15/2025

Page 2 of 48 ends

Representations and Warranties
Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.

Contractor warrants that it is duly qualified and shall perform its obligations under this Master Agreement in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Master Agreement, to the satisfaction of the Lead State.

Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.

Awarded Band(s)
The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems:

Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):

Band 3, Servers and Storage
Configuration Dollar Limits
The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION
Band One $15,000
Band Two $15,000
Band Three $1,000,000
Peripherals $10,000
Services Addressed in the Participating Addendum
Restrictions
The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.

Software
Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.

Any software purchased must be related to the procurement of equipment.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 4 4/15/2025

Page 3 of 48 ends

Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under Paragraph 5.a.4.

Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.

General Services
Services must be related to the procurement of equipment.

Service limits will be addressed by each State.

Wireless phone and internet service is not allowed.

Managed Print Services are not allowed.

Cloud Services
Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

Any Cloud Service purchased must be related to the procurement of equipment.

Third-Party Products
Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.

Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.

Additional Product/Services
Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

Lease/Rentals of equipment may be allowed and will be addressed by each State.

Cellular Phone Equipment is not allowed.

EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 5 4/15/2025

Page 4 of 48 ends

Authorized Representative
Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.

Elizabeth Randa, Acquisition Management Specialist
Department of Administration
Office of State Procurement
112 Administration Building
50 Sherburne Avenue
St. Paul, MN 55155
E-mail: [email protected]
Phone: 651.201.3122
Contractor’s Authorized Representative. The Contractor's Authorized Representative is Stacey Pierce, SLED, US Route to Market Manager.

Stacey Pierce, SLED, US Route to Market Manager
Hewlett Packard Enterprise
1701 East Mossy Oaks Road
Spring, TX 77389
Email: [email protected]
Phone: 501.205.6277
If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.

Notices
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed to the Master Agreement Administrator.

Exhibits
The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: NASPO ValuePoint Terms and Conditions
Exhibit B: Minnesota Terms and Conditions
Exhibit C: Requirements
Exhibit D: Price Schedule
Exhibit E: Contractor Terms and Conditions
Survival of Terms:

The following clauses survive the expiration or cancellation of this Master Agreement: Indemnification; State Audits; Government Data Practices and Intellectual Property; Publicity and Endorsement; Governing Law, Jurisdiction, and Venue; and Data Disclosure. Any other Contract term that states it shall survive, shall survive.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 6 4/15/2025

Page 5 of 48 ends

Entire Agreement
This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.

1. Contractor
The Contractor certifies that the appropriate
person(s) have executed the Contract on behalf of
the Contractor as required by applicable articles,
bylaws, resolutions, or ordinances.

2. State Agency
With delegated authority
Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

3. Commissioner of Administration
As delegated to The Office of State Procurement
Print name:

Signature:

Title: Date:

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C Mary A. Reuss
Contract Negotiator 9/7/2023 9/7/2023 Acquisition Management Specialist Elizabeth M. Randa
IT Acquisitions Supervisor
Andy Doran
9/7/2023
City Council 13 – 7 4/15/2025

Page 6 of 48 ends

Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions Conflict of Terms/Order of Precedence.

Any order placed under this Master Agreement shall consist of the following documents:

A Participating Entity’s Participating Addendum (“PA”); Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; A Purchase Order issued against a PA (terms and conditions set forth in a Purchase Order will not be deemed to modify, diminish, or otherwise derogate the terms and conditions set forth in a Participating Addendum or Minnesota NASPO ValuePoint Master Agreement).

These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

Contractor terms and conditions may be incorporated if expressly accepted by the Lead State and attached to the Master Agreement as an Exhibit or Attachment, or by written reference (including reference to information contained in a URL or referenced policy). A written reference, including by URL or policy, is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. URL’s must be explicitly referenced to be incorporated into the Master Agreement. URL’s contained within the URL’s that are explicitly referenced are not incorporated into the Master Agreement. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.

A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.

Additional Agreement with NASPO. Upon request by NASPO ValuePoint, awarded Contractor shall enter into a direct contractual relationship with NASPO ValuePoint related to Contractor’s obligations to NASPO ValuePoint under the terms of the Master Agreement, the terms of which shall be the same or similar (and not less favorable) than the terms set forth in the Master Agreement.

Definitions.

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

Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g., mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 8 4/15/2025

Page 7 of 48 ends

_____ as a Service (_aaS) refers to any good provided in a subscription-based model that is defined in the industry as “_____ as a Service”. Examples are “Software as a Service”, “Infrastructure as a Service”, and “Storage as a Service”, and shall follow the NIST definitions of those services. ____ as a Service are permitted only when they meet the restrictions found in Paragraph 5.c, above.

Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.

Components are the parts that make up a computer configuration.

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

Configuration means the combination of hardware and software components that make up the total functioning system.

Customer (see Purchasing Entity).

Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.

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

Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.

The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.

EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.

FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.

FOB Inside Delivery means that shipping charges are included in the price of the item, and that the shipped item becomes the legal property and responsibility of the receiver when it reaches the inside delivery point, which is beyond the front door or loading dock. FOB Inside Delivery is a special shipping arrangement that may include additional fees payable by the Purchasing Entity. FOB Inside Delivery must be annotated on the Purchasing Entity ordering document.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 9 4/15/2025

Page 8 of 48 ends

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

Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.

Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.

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

Mandatory Requirement is a requirement that the failure to meet results in the rejection of the responder’s proposal unless all responders are unable to meet the mandatory requirement. The terms “must” and “shall” identify a mandatory requirement. Any objection to a mandatory requirement should be identified by responders in the Question and Answer period.

Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.

Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.

NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.

Option means an item of equipment or a feature that may be chosen as an addition to or replacement for standard equipment and features.

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

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

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 10 4/15/2025

Page 9 of 48 ends

Participating Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

Participating State means a state that has executed a Participating Addendum.

Partner means a company, authorized by the Contractor and approved by the Participating Entity, to provide marketing, support, or other authorized contract services on behalf of the Contractor in accordance with the terms and conditions of the Contractor’s Master Agreement. A Partner may include, but is not limited to, an agent, subcontractor, fulfillment partner, channel partner, business partner, servicing subcontractor, etc.

Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.

Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.

Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.

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

Purchasing Entity means a state (including the District of Columbia and U.S. territories), city, county, district, other political subdivision of a state, other public entities domestic or foreign, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase.

Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.

Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.

Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, preimplementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied.

Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 11 4/15/2025

Page 10 of 48 ends

EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH THEIR PARTICIPATING ADDENDUM.

Software means, for the purposes of this Contract, commercial operating off the shelf machine-readable object code instructions including microcode, firmware, and operating system software that meet the restrictions specified in Paragraph 5.a. “Software” applies to all parts of software and documentation, including new releases, updates, and modifications of software.

Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.

Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.

Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.

Thin Client is a lightweight computer that has been optimized for establishing a remote connection with a server-based computing environment.

Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.

Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.

Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.

Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.

Term of the Master Agreement.

The initial term of this Master Agreement is for 2 years. This Master Agreement may be extended beyond the original contract period for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

Amendments.

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State as required by law. Master Agreement amendments will be negotiated by the Lead State with the Contractor whenever necessary to address changes in the terms and conditions, costs, timetable, or increased or decreased scope of work.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 12 4/15/2025

Page 11 of 48 ends

Participants and Scope.

Canadian Participation. Subject to the approval of Contractor, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.

Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.

NASPO and NASPO ValuePoint are not parties to the Master Agreement.

Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 13 4/15/2025

Page 12 of 48 ends

Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the Master Agreement, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

Individual Customers.

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

Independent Contractor.

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

Contracting Personnel.

Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.

Changes in Contractor Representation.

The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. Such approval shall not be unreasonably withheld.

The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

Contractor Verification.

The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure partners utilized in the performance of this contract adhere to all the terms and conditions. The term Partner will be utilized in naming the relationship a Contractor has with another company to market and sell under the contract. Participating Entities will have final determination/approval if a Partner may be approved for that state in the role identified by the Contractor.

Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.

All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 14 4/15/2025

Page 13 of 48 ends

Laws and Regulations.

Any and all Products offered and furnished shall comply fully with all applicable Federal, State, and local laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and business registration requirements of the Office of the Minnesota Secretary of State. To the extent any purchase is subject to Federal Acquisition Regulations, as may be required by the terms of a federal grant, a Participating Entity and Contractor may include in their Participating Addendum terms that reflect such a requirement.

If software is licensed to Purchasing Entity for use in the performance of a U.S. Government prime contract or subcontract, Purchasing Entity agrees that consistent with FAR 12.211 and 12.212, commercial computer software, documentation and technical data for commercial items are licensed under publisher’s standard commercial license.

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

Price and Rate Guarantee Period.

All minimum discounts and rates must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any request for minimum discount or rate adjustment must be for a guarantee period as offered by the Contractor, and must be made at least 30 days prior to the effective date. Requests for minimum discount or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to minimum discounts or rates will be allowed.

Premium Savings Package Program.

The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.

Services.

Participating Entities must explicitly allow services in their Participating Addenda for the approved services to be allowed under that Participating Addendum. The Participating Addendum by each Participating Entity will address service agreement terms and related travel.

Ordering.

Master Agreement, Participating Addendum, and purchase order numbers shall be clearly shown on all acknowledgments, packing slips, invoices, and on all correspondence.

Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation.

Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies or services contemplated by this Master Agreement.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 15 4/15/2025

Page 14 of 48 ends

Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity.

Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.

All Orders pursuant to this Master Agreement, at a minimum, shall include:

The service description or supplies being delivered;
The place and requested time of delivery;
A billing address;
The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.

All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.

Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.

Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.

Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

Trade-In.

Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.

Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 16 4/15/2025

Page 15 of 48 ends

Shipping and Delivery.

The prices are the delivered price to any Purchasing Entity for standard shipping. An estimated ship and delivery date shall be provided to Purchasing Entity at the time of the Order. If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage incurred during shipping or delivery shall remain the Contractor’s until final inspection when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud, and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.

Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.

Any damage to the building interior, scratched walls, damage to the freight elevator, etc., directly caused by the Contractor or its subcontractors will be the responsibility of the Contractor. If such damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.

All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.

Inspection and Acceptance.

Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.

Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement.

Upon delivery, the Purchasing Entity shall have 30 days to inspect the Product(s). Acceptance of Products occurs after inspection and applies to all Products(s) (hardware and software) purchased under this Master Agreement, including any additional replacement or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Participating Entity. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.

Products that do not meet manufacturer’s specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. Return of Products is subject to the Contractor’s applicable return policy, which shall be made available to Purchasing Entity prior to placement of an order. Any restocking fee may not exceed 15% of the purchase price.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 17 4/15/2025

Page 16 of 48 ends

If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may cancel or modify the Order to remove the nonconforming services, shall be refunded any amounts paid for the nonconforming services, and may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements.

The warranty period shall begin upon delivery.

The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and/or required for the purchase. Acceptance Testing means the process agreed upon by Purchasing Entity and Contractor for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. The terms in regards to Acceptance Testing will be negotiated, in writing, as mutually agreed.

No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met.

The warranty period for Products subject to Acceptance Testing shall begin upon Acceptance.

Title of Product.

Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows:

To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a duly executed contract.

Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor.

The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding software, that are purchased through this Master Agreement.

Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.

Warranty.

The Contractor must ensure warranty service and maintenance for all products provided. The Contractor shall provide the warranty service and maintenance for all products on the Master Agreement.

For third party products sold by the Contract Vendor that are not Contractor-branded, the Contract Vendor sells the third-party products with the manufacturer or publisher’s standard warranty, license, and maintenance “as is”. The DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 18 4/15/2025

Page 17 of 48 ends

Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues.

System Failure or Damage.

In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.

Payment.

Payment for completion of an order is normally made within 30 days following the date a correct invoice is received.

After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

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

Leasing or Alternative Financing Methods.

Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.

Contract Provisions for Orders Utilizing Federal Funds.

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

Self Audit.

The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

Assignment/Subcontracts.

Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 19 4/15/2025

Page 18 of 48 ends

or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.

Insurance.

Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports (exception for wholly-owned captive insurance companies). Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

Coverage shall be written on an occurrence basis. Policy limits shall be as indicated below:

Commercial General Liability covering premises operations, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

Where any subcontractor is retained by Contractor, Contractor shall require such subcontractor to maintain insurance appropriate to subcontractor’s activities under this Master Agreement.

Contractor shall pay premiums on all insurance policies. Should any of the required insurance policies be cancelled or non-renewed, notice shall be provided to Participating Entity in accordance with policy provisions.

Prior to commencement of performance, Contractor shall provide to the Participating Entity with a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor provide evidence of coverage that meets the requirements of this Section. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

Administrative Fees.

The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of onequarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 20 4/15/2025

Page 19 of 48 ends

The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.

Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.

Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.

Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.

Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for each Product in Offeror’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating.

Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.

Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 21 4/15/2025

Page 20 of 48 ends

with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.

NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.

Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.

Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.

Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.

Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.

Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.

The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.

Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.

The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.

Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.

Right to Publish.

Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 22 4/15/2025

Page 21 of 48 ends

Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

Records Administration and Audit.

The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.

This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.

Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.

The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from and against any third party claims or causes of action, including reasonable attorney’s fees, to the extent arising from Contractor’s intentional, willful, or negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.

The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees.

If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 23 4/15/2025

Page 22 of 48 ends

documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law.

Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for lost revenues or profits, or downtime credits, consequential, incidental, indirect, or special damages except any claim related to bodily injury or death; an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.

Contractor’s liability is limited to the greater of (i) the aggregate annual value amount of all fees paid to the Contractor by the Purchasing Entity under this Master Agreement; and (ii) $5,000,000. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.

Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
provided by the Contractor or the Contractor’s subsidiaries or affiliates; specified by the Contractor to work with the Product; or reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.

License of Pre-Existing Intellectual Property.

Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce for Purchasing Entity’s own and governmental use, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The license shall be subject to owner and third-party rights in the Pre-existing Intellectual Property and applies to non-Contractor manufactured or branded Products only to the extent Contractor is able to grant such license. This section does not apply to software. The transfer or sale of any software is governed by the applicable license agreement.

Assignment of Antitrust Rights.

Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 24 4/15/2025

Page 23 of 48 ends

antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

Debarment.

The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

Governing Law and Venue.

The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.

Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.

If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

Confidentiality, Non-Disclosure, and Injunctive Relief.

Confidentiality. Each party acknowledges that it and its employees or agents may, during the term of this Master Agreement, be exposed to or acquire information that is confidential to the other party, including a Purchasing Entity or Purchasing Entity’s clients.

Any and all information of any form that is marked as confidential or would by its nature be deemed confidential by one party (the “originating party”) and is obtained by the other party or its employees or agents (the “receiving party”) in the performance of this Master Agreement, including, but not limited to (1) any Purchasing Entity’s records, (2) personnel records, (3) information concerning individuals, (4) technology, research and development information, Products and Software, and (5) trade secrets and other information which are competitive in nature as confidential information is confidential information of the originating party (“Confidential Information”).

Any reports or other documents or items (including software) that result from the use of the Confidential Information by the receiving party shall be treated in the same manner as the Confidential Information.

Confidential Information does not include information that (1) is or becomes (other than by disclosure by the receiving party) publicly known; (2) is furnished by the originating party to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in the receiving party’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than the originating party without the obligation of confidentiality, (5) is disclosed with the DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 25 4/15/2025

Page 24 of 48 ends

written consent of the originating party or; (6) is independently developed by employees, agents or subcontractors of the receiving party who can be shown to have had no access to the Confidential Information.

Non-Disclosure. The receiving party shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, but no less than the standard of care such party uses for its own similar confidential information and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.

Each party shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Participating Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information.

Without limiting the generality of the foregoing, receiving party shall advise the originating party , including as applicable the Participating Entity, and the Lead State if the originating party is a Purchasing Entity, and the Lead State if the originating party is a Participating Entity, immediately if the receiving party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and receiving party shall at its expense cooperate with the originating party in seeking injunctive or other equitable relief in the name of either party against any such person.

Except as directed by the originating party, the receiving party will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at the originating party’s request, the receiving party shall turn over to the originating party all documents, papers, and other matter in Contractor's possession that embody Confidential Information. If applicable law, regulation or document retention policy prevents the receiving party from destroying or returning all or part of the Confidential Information, the receiving party will maintain the security and confidentiality of all such retained Confidential Information.

Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement, and Purchasing Entity may retain Confidential Information to the extent and for the duration required by applicable law.

Injunctive Relief. Each party acknowledges that the other party’s breach of this section, including disclosure of any Confidential Information, may cause irreparable injury to the originating party that is inadequately compensable in damages. Accordingly, the originating party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.

Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 26 4/15/2025

Page 25 of 48 ends

Public Information.

This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.

Cancellation.

Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.

Force Majeure.

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

Defaults and Remedies.

The occurrence of any of the following events shall be an event of default under this Master Agreement:

Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.

Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.

If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 27 4/15/2025

Page 26 of 48 ends

Exercise any remedy provided by law; and
Terminate this Master Agreement; and
Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations issued by the Lead State; and Suspend Contractor’s performance under this Master Agreement; and Withhold payment until the default is remedied.

Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. Contractor may discontinue performance under a Purchase Order if the Purchasing Entity fails, after thirty (30) days written notice to the Purchasing Entity, to cure a failure to perform under the applicable Participating Addendum.

Waiver of Breach.

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

Notices.

If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:

Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.

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

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 28 4/15/2025

Page 27 of 48 ends

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

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 29 4/15/2025

Page 28 of 48 ends

Exhibit B: Minnesota Terms and Conditions
Change Requests.

The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.

In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.

Product and Service Schedule (PSS).

Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.

Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.

Maintaining the PSS.

In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.

Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 30 4/15/2025

Page 29 of 48 ends

d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.

Purchase Orders.

There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.

Risk of Loss or Damage.

The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.

Payment Card Industry Data Security Standard and Cardholder Information Security.

Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.

Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.

Foreign Outsourcing of Work.

Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.

State Audits (Minn. Stat. § 16C.05, subd. 5).

The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.

Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).

If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 31 4/15/2025

Page 30 of 48 ends

Human Rights/Affirmative Action.

The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.

Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.

Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.

Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.

AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.

Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 32 4/15/2025

Page 31 of 48 ends

the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.

Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.

Equal Pay Certification.

If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly reapply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.

Americans with Disabilities Act (ADA).

Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.

Nonvisual Access Standards.

Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:

That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.

These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Accessibility Standards.

Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.

The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 33 4/15/2025

Page 32 of 48 ends

develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.

When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.

Conflict Minerals.

Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).

See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.

To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.

Copyrighted Material Waiver.

The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.

Publicity.

The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.

Performance While Dispute is Pending.

Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 34 4/15/2025

Page 33 of 48 ends

Organizational Conflicts of Interest.

An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.

The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:

By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.

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

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

The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 35 4/15/2025

Page 34 of 48 ends

The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.

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

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

Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.

The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

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

Government Data Practices.

The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).

In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.

The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 36 4/15/2025

Page 35 of 48 ends

Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.

Survivability.

Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.

Software licenses, warranty, and service agreements that were entered into under the terms and conditions of the Master Agreement shall survive the expiration or termination of the Master Agreement.

Severability.

If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 37 4/15/2025

Page 36 of 48 ends

Exhibit C: Requirements
Contractor Verification.

Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.

Warranty and Maintenance.

Contractor must ensure warranty service and maintenance for all products provided. The Contractor shall provide the warranty service and maintenance for all products on the Master Agreement.

For third party products sold by the Contract Vendor that are not Contractor-branded, the Contract Vendor sells the third party products with the manufacturer or publisher’s standard warranty, license, and maintenance “as is”. The Contract Vendor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues.

Website.

Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.

Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 38 4/15/2025

Page 37 of 48 ends

Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.

Environmental Certifications.

Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.

EPEAT Registration.

Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.

Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.

The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.

Third-Party Products.

Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State.

Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded. For third party products sold by the Contractor that are not Contractor-branded, the Contractor sells the third-party products with the manufacturer or publisher’s standard warranty, license, and maintenance “as is”. The Contractor will provide warranty and maintenance call numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues.

Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.

Partner Utilization.

If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.

Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 39 4/15/2025

Page 38 of 48 ends

Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).

Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.

Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 40 4/15/2025

Page 39 of 48 ends

Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 41 4/15/2025
Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)

CONTROL SET
Master Agreement: 23008
Contractor Name: Hewlett Packard Enterprise
Awarded Bands:

Band 1: Personal Computing Devices (Windows)
Band 2: Personal Computing Devices (Non-Windows)
x Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Band 3 - Minimum Discount 14.0%
3 3B-1 Entry Level Tower Servers 14.0%
3 3B-2 Scaleable Datacenter Infrastructure 27.0%
3 3B-3 x86 Premium and Scale-Up Rack Servers 27.0%
3 3B-4 x86 Blades & Synergy 27.0%
3 3B-5 Entry Level Servers & Server Options 20.0%
3 3B-6 Converged Systems 27.0%
3 3B-7 Integrity Solutions 20.0%
3 3B-8 Superdome Servers 30.0%
3 3B-9 Blade Storage 20.0%
3 3B-10 Nimble Storage Arrays 35.0%
3 3B-11 3PAR Storage 35.0%
3 3B-12 Primera Storage 35.0%
3 3B-13 Rack & Power- Related Products 20.0%
3 3B-14 MSA Products 20.0%
3 3B-15 ProLiant SL45X & Apollo Options 20.0%
3 3B-16 MSL & VSL Tape Libraries, Autoloaders and Accessories 20.0% 3 3B-17 D2D StoreOnce, NAS, StoreVirtual and MSAs 20.0% 3 3B-18 Other Datacenter HW & SW 5.0%
3 3B-19 Operating Systems & HW Related Software 0.0%
3 3B-20 Renew/Refurbished Equipment & Spare Parts 0.0%
3 3B-21 Specials/Promotions 1.0%
3 3T Band 3 - Third Party Product Minimum Discount 5.0% 3 3T-1 Third Party Hardware & Services 10.0%
3 3T-2 Third Party Software & Services 5.0%
S-1 General Consulting & Custom SOW 7.0%
S-2 Education & Training Services 16.0%
S-3 Installation & Startup Services 20.0%
S-4 Hardware Mainentance & Services (Excludes Nimble) 20.0% S-5 Software Maintenance & Services (Excludes Nimble) 20.0% S-6 Non-discountable Services 0.0%
S-7 Nimble Hardware/Software Maintenance & Services 5.0% DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 42 4/15/2025
Exhibit D: Price Schedule Discount Structure
Master Agreement: 23008
Contractor Name: Hewlett Packard Enterprise
Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
3 3B Minimum Discount for Band 14.0%
3 3B-1 Entry Level Tower Servers 14.0%
3 3B-2 Scaleable Datacenter Infrastructure 27.0%
3 3B-3 x86 Premium and Scale-Up Rack Servers 27.0%
3 3B-4 x86 Blades & Synergy 27.0%
3 3B-5 Entry Level Servers & Server Options 20.0%
3 3B-6 Converged Systems 27.0%
3 3B-7 Integrity Solutions 20.0%
3 3B-8 Superdome Servers 30.0%
3 3B-9 Blade Storage 20.0%
3 3B-10 Nimble Storage Arrays 35.0%
3 3B-11 3PAR Storage 35.0%
3 3B-12 Primera Storage 35.0%
3 3B-13 Rack & Power- Related Products 20.0%
3 3B-14 MSA Products 20.0%
3 3B-15 ProLiant SL45X & Apollo Options 20.0%
3 3B-16 MSL & VSL Tape Libraries, Autoloaders and Accessories 20.0% 3 3B-17 D2D StoreOnce, NAS, StoreVirtual and MSAs 20.0% 3 3B-18 Other Datacenter HW & SW 5.0%
3 3B-19 Operating Systems & HW Related Software 0.0%
3 3B-20 Renew/Refurbished Equipment & Spare Parts 0.0%
3 3B-21 Specials/Promotions 1.0%
3 3T Third Party Minimum Discount for Band 5.0%
3 3T-1 Third Party Hardware & Services 10.0%
3 3T-2 Third Party Software & Services 5.0%
DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 43 4/15/2025
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23008
Contractor Name: Hewlett Packard Enterprise
All Awarded Bands

1. Per Transaction Multiple Unit Discount(s)

2. Cumulative Discount(s)

3. Other Discount(s)
Additional discount(s) available.

HPE offers additional discounts upon request for large project based purchases or bulk orders.

Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.

Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.

HPE will work directly with Purchasing Entities to offer cumulative discounts. These discounts may vary.

HPE may offer multiple unit discounts on a project by project basis. Additional discount percentages to be calculated at time of purchase.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 44 4/15/2025
Exhibit D: Price Schedule Services
Master Agreement: 23008
Contractor Name: Hewlett Packard Enterprise
Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.

All Awarded Bands
Category Code Description of Service Percent Discount
S-1 General Consulting & Custom SOW 7.0%
S-2 Education & Training Services 16.0%
S-3 Installation & Startup Services 20.0%
S-4 Hardware Mainentance & Services (Excludes Nimble) 20.0% S-5 Software Maintenance & Services (Excludes Nimble) 20.0% S-6 Non-discountable Services 0.0%
S-7 Nimble Hardware/Software Maintenance & Services 5.0% Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 45 4/15/2025
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23008
Contractor Name: Hewlett Packard Enterprise
All Awarded Bands
Optional: Lease Rates
N/A
DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 46 4/15/2025
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23008
Contractor Name: Hewlett Packard Enterprise
in 30
in 15, Net 30
in 10, Net 30
Net 30
X
All Awarded Bands
Other (specify): Customers are eligible for prepayment discounts on maintenance renewal services, excluding maintenance for Nimble products DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 47 4/15/2025

Page 46 of 48 ends

Exhibit E: Contractor Terms and Conditions
Attached as Exhibit E is [are] the following Contractor document(s):
• State and Local Government and Education Customer Return Policy; and • Those policies at the following URLs:
o https://www.hpe.com/us/en/about/end-user-agreement-terms.html o https://www.hpe.com/us/en/software/licensing.html
These Contractor terms and conditions are being provided for informational purposes only. They are intended to be negotiated by Contractor and a Participating Entity as part of a Participating Addendum, or by Contractor and a Purchasing Entity as part of an Order, and shall apply only as agreed to in writing by the parties. Unless such terms are expressly accepted in writing, terms in the following document(s) that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.

DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 48 4/15/2025
State and Local Government and Education Customer Return Policy Coverage: These guidelines apply only to returns initiated by State and Local Government or Education customers purchasing HPE/Aruba branded product direct from Hewlett Packard Enterprise Company (“HPE”) or a customer purchase under one of HPE’s State and Local Government or Education direct contracts. A direct contract is defined as a contract by and between HPE and a State, Local or Education end user. This return policy does not apply to purchases by end user through HPE resellers under separate contract; loaners; early marketing units or employee purchases administered as internal HPE orders.

Products Not Eligible:

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

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

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

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

RETURN OF PRODUCTS
Defective Product:

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

Carrier Related Loss or Damaged Shipments:

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

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

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

Procedures for Returns:

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

Returns Policy, SLED Page 1 of 2 ver.2, rel. 04.2018
DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 49 4/15/2025
Hewlett Packard Enterprise reserves the right to refuse any return that does not meet the requirements stated below:

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

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

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

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

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

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

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

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

RMA XXXXXXXX
Returns Policy, SLED Page 2 of 2 ver.2, rel. 04.2018
DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C City Council 13 – 50 4/15/2025

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
AMENDMENT 1
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008 Hewlett Packard Enterprise Company (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-03 as follows:
1) Section 22. GENERATIVE ARTIFIFICAL INTELLIGENCE (GENAI) REPORTING is hereby added to read as follows:

22.GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) REPORTING The State of California seeks to realize the potential benefits of GenAI, through the development and deployment of GenAI tools, while balancing the risks of these new technologies.

Upon request by an ordering agency, Contractor must complete a GenAI Reporting and Fact Sheet (STD 1000) to identify if their solution or service includes, or makes available, any GenAI including, GenAI from third parties or subcontractors.

During the term of the contract, Contractor must notify the State in writing if their services or any work under this contract includes, or makes available, any previously unreported GenAI technology, including GenAI from third parties or subcontractors. Contractor shall immediately complete the GenAI Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAI technology.

At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAI technology that materially impacts functionality, risk or contract performance, until use of such GenAI technology has been approved by the State.

Failure to disclose GenAI use to the State and submit the GenAI Reporting and Factsheet (STD 1000) may be considered a breach of the contract by the State at its sole discretion and the State may consider such failure to disclose GenAI and/or failure to submit the GenAI Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the contract. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non-disclosure.

The State reserves the right to amend the contract, without additional cost, to incorporate GenAI Special Provisions into the contract at its sole discretion and/or terminate any contract that presents an unacceptable level of risk to the State.

If Contractor identifies GenAI in their solution, a copy of the STD 1000 must be submitted to the DGS State Contract Administrator.

Page 1 of 2 ends

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
AMENDMENT1
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008 Hewlett Packard Enterprise Company (Contractor)
The parties mutually agree to amend Participating Addendum 7-23-70-55-03 as follows:
1) Section 22. GENERATIVE ARTIFIFICAL INTELLIGENCE (GENAI) REPORTING is hereby added to read as follows:

If Contractor identifies GenAI in their solution, a copy of the STD 1000 must be submitted to the DGS State Contract Administrator.

Page 1 of 2 ends

City Council 13 – 51 4/15/2025
Participating Addendum 7-23-70-55-03
Amendment 1
All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA CONTRACTOR
Department of General Services Hewlett Packard Enterprise Company Agency Name Contractor Name
Julie
Matthews
Digitally signed by Julie
Matthews
Date: 2024.10.2518:18:21
-07'00'
10/25/2024 8/20/2024
Authorized Signature Date Signed
Julie Matthews, MAU2 Supervisor
Printed Name/Title of Person Signing
707 Third Street
West Sacramento, CA 95605
Address
Authorized Signature Date Signed
Debra Laird , Manager, Contract Negotiationsw
Printed Name/Title of Person Signing
1701 East Mossy Oaks Road
Spring, TX 77389
Address

Page 2 of 2 ends

Participating Addendum 7-23-70-55-03
Amendment 1
All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

STATE OF CALIFORNIA
Department of General Services
Agency Name
Julie
Matthews
Digitally signed by Julie
Matthews
Date: 2024.10.2518:18:21
-07'00'
Authorized Signature
10/25/2024
Date Signed
Julie Matthews, MAU2 Supervisor
Printed Name/Title of Person Signing
707 Third Street
West Sacramento, CA 95605
Address

CONTRACTOR
Hewlett Packard Enterprise Company
Contractor Name
8/20/2024
Authorized Signature Date Signed
Debra Laird, Manager, Contract Negotiationsw
Printed Name/Title of Person Signing
1701 East Mossy Oaks Road
Spring, TX 77389
Address

Page 2 of 2 ends

City Council 13 – 52 4/15/2025

Page 1 of 10 ends

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008 Hewlett Packard Enterprise Company (Contractor)
This Participating Addendum Number 7-23-70-55-03 is entered into between the State of California, Department of General Services (hereafter referred to as “State” or “DGS”) and Hewlett Packard Enterprise Company (hereafter referred to as “Contractor”) under the lead state of Minnesota NASPO ValuePoint Master Agreement Number 23008.

1. SCOPE
A. This Participating Addendum covers the purchase of computer equipment (desktops, laptops, tablets, servers, and storage, including related peripherals & services) under the Minnesota NASPO ValuePoint Master Agreement. The Minnesota NASPO ValuePoint Master Agreement is hereby incorporated by reference. Product/service categories included under this Participating Addendum are identified in Section 5 (Available Products and Services).

B. This Participating Addendum is available for use by California state agencies and local governments. A local government is defined as any city, county, city and county, district, or other local governmental body, school district or corporation empowered to expend public funds. The State Agency Listing (https://www.ca.gov/agenciesall/) provides a comprehensive list of state agencies.

C. Each local government is to make its own determination whether this Participating Addendum and the Minnesota NASPO ValuePoint Master Agreement are consistent with its procurement policies and regulations.

2. TERM
A. The term of this Participating Addendum shall begin February 1, 2024, or upon signature approval by the State whichever occurs later, and will end June 30, 2025, or upon termination by the State, whichever occurs first.

B. Lead state amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.

Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.

C. Order placement and execution shall be on or before the expiration of this Participating Addendum. However, delivery of products or completion of services may be up to 120 days after the Participating Addendum expiration date.

STATE OF CALIFORNIA
PARTICIPATING ADDENDUM NUMBER 7-23-70-55-03
Computer Equipment, Peripherals & Related Services
Minnesota NASPO ValuePoint Master Agreement Number 23008 Hewlett Packard Enterprise Company (Contractor)
This Participating Addendum Number 7-23-70-55-03 is entered into between the State of California, Department of General Services (hereafter referred to as "State" or "DGS") and Hewlett Packard Enterprise Company (hereafter referred to as "Contractor") under the lead state of Minnesota NASPO ValuePoint Master Agreement Number 23008.

B. Lead state amendments to extend the NASPO ValuePoint Master Agreement term date are not automatically incorporated into this Participating Addendum.

Extension(s) to the term of this Participating Addendum will be through a written amendment upon mutual agreement between the State and the Contractor.

Page 1 of 10 ends

City Council 13 – 53 4/15/2025
Participating Addendum 7-23-70-55-03

Page 2 of 10 ends

3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions – Information Technology (GSPD-401IT) effective 6/21/2022
2) Cloud Computing Software as a Service (SaaS) General Provisions effective 6/21/2022
3) Cloud Computing Special Provisions for Software as a Service (SaaS) effective 03/15/2018
B. Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-DivisionResources-List-Folder/Required-Language-for-Solicitations-and-Contracts).

4. ORDER OF PRECEDENCE
A. In the event of any inconsistency between the articles, attachments, or provisions which constitute this agreement, the following descending order of precedence shall apply:
1) California Participating Addendum Number 7-23-70-55-03 2) Minnesota NASPO ValuePoint Master Agreement Number 23008

5. AVAILABLE PRODUCTS AND SERVICES
A. The following product and service offerings from the Minnesota NASPO ValuePoint Master Agreement Number 23008 are allowed under this Participating Addendum:
1) Band 3, Servers and Storage

6. RESTRICTIONS/DISALLOWED PRODUCTS AND SERVICES
A. Configuration limits: The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000)

ITEM CONFIGURATION
Band 3 $1,000,000
Peripherals $10,000
Services Addressed in the customer specific Purchase Orders B. Services must be related to the procurement of equipment.

Participating Addendum 7-23-70-55-03

3. TERMS AND CONDITIONS/INCORPORATION OF DOCUMENTS
A. Terms and conditions listed below are hereby incorporated by reference and made a part of this Participating Addendum as if attached herein and shall apply to the purchase of goods or services made under this Participating Addendum. 1) General Provisions - Information Technology (GSPD-401 IT) effective 6/21/2022
2) Cloud Computing Software as a Service (SaaS) General Provisions effective 6/21/2022
3) Cloud Computing Special Provisions for Software as a Service (SaaS) effective 03/15/2018
B. Terms can be viewed on the DGS Procurement Division website (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-DivisionResources-List-Folder/Required-Language-for-Solicitations-and-Contracts).

ITEM CONFIGURATION
Band 3 $1,000,000
Peripherals $10,000
Services Addressed in the customer specific Purchase Orders B. Services must be related to the procurement of equipment.

Page 2 of 10 ends

City Council 13 – 54 4/15/2025
Participating Addendum 7-23-70-55-03

Page 3 of 10 ends

C. The following restrictions apply to state agency purchases under this Participating Addendum:
1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.
2) Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).
3) Services that fall within the definition of “public works” as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments. 4) Leasing/rental is not allowed.
5) Professional services are not allowed.

7. PRICING
A. Contractor’s pricing is outlined in the Minnesota NASPO ValuePoint Master Agreement Number 23008.

B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota.

8. AUTHORIZED RESELLERS
A. Contractor may use State-approved Authorized Resellers under this Participating Addendum for sales and service functions as defined herein. 1) Authorized Resellers must accept purchase orders and accept payment from ordering agencies for products and services offered under this Participating Addendum.
2) Authorized Resellers are responsible for sending a copy of all purchase orders and invoices to the Contractor for compliance with quarterly usage reporting and administrative fee requirements.
3) All purchase documents to Authorized Resellers shall reference the Participating Addendum Number and Contractor Name.

Participating Addendum 7-23-70-55-03
C. The following restrictions apply to state agency purchases under this Participating Addendum:
1) Product and service categories that are available on mandatory California statewide contracts cannot be purchased from this Participating Addendum by state agencies without an exemption. State agencies are responsible for obtaining a mandatory statewide contract exemption from DGS prior to issuing a purchase order.
2) Service-only purchases are disallowed. (Exception: Equipment maintenance service purchases are allowed).
3) Services that fall within the definition of "public works" as defined in Public Contract Code section 1101 and Labor Code section 1720 are disallowed under this Participating Addendum and must be procured by alternate means. This restriction is not applicable to local governments. 4) Leasing/rental is not allowed.
5) Professional services are not allowed.

7. PRICING
A. Contractor's pricing is outlined in the Minnesota NASPO ValuePoint Master Agreement Number 23008.

B. Contractor shall notify the State Contract Administrator of any amendments and pricing adjustments approved and executed by the state of Minnesota.

Page 3 of 10 ends

City Council 13 – 55 4/15/2025
Participating Addendum 7-23-70-55-03

Page 4 of 10 ends

B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.

C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.

D. Subject to the approval of the State, Authorized Resellers may be added on a quarterly basis during the term of the Participating Addendum. Contractors shall notify the State in writing of any deleted Authorized Resellers or changes to current Authorized Resellers’ information at any time.

E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.

F. State-approved Authorized Resellers will be posted on the State’s Cal eProcure website.

9. SUBCONTRACTORS
A. Nothing contained in this Participating Addendum or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Contractor. Contractor's obligation to pay its subcontractors is an independent obligation from the State's obligation to make payments to the Contractor.

B. Contractor shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed on the Bidder Declaration (GSPD-05-105) provided to ordering agencies at the time an order is quoted.

C. As the prime Contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and Participating Addendum.

D. Any subcontract in excess of $25,000, entered into as a result of this Participating Addendum, shall contain all the provisions stipulated in this Participating Addendum to be applicable to subcontractors.

Participating Addendum 7-23-70-55-03
B. Contractor shall be responsible for successful performance and compliance with all requirements in accordance with the terms and conditions under this Participating Addendum, even if work is performed by Authorized Resellers. All State policies, guidelines, and requirements shall apply to Authorized Resellers.

C. Contractor will be the sole point of contact with regard to Participating Addendum contractual matters, reporting, and administrative fee requirements.

E. Contractor will be required to submit Authorized Reseller requests, in a format specified by the State, to the State Contract Administrator for approval.

F. State-approved Authorized Resellers will be posted on the State's Cal eProcure website.

C. As the prime Contractor, Contractor is responsible for reports and fees required by the terms and conditions of the NASPO ValuePoint Master Agreement and Participating Addendum.

Page 4 of 10 ends

Santa Ana City CouncilApril 15, 2025

Santa Ana City Council
April 15, 2025