Santa Ana City Council
August 4, 2026

File No.: 2337101
with system operations. This does not include trivial incidents that occur on a daily basis, such as scans, “pings”, or unsuccessful attempts to penetrate computer networks or servers maintained by Contractor.

E. BREACH DISCOVERY AND NOTIFICATION

1. Following the discovery of a Breach of Unsecured Protected Health Information, Contractor shall notify County of such Breach, however both parties agree to a delay in the notification if so advised by a law enforcement official, pursuant to 45 CFR 164.412.

2. A Breach shall be treated as discovered by Contractor as of the first day on which the Breach is known to the Contractor, or by exercising reasonable diligence, would have been known to Contractor.

3. Contractor shall be deemed to have knowledge of a Breach if the Breach is known, or by exercising reasonable diligence would have known, to any person who is an employee, officer, or other agent of the Contractor, as determined by federal common law of agency.

4. Contractor shall provide the notification of the Breach without unreasonable delay, and in no case later than five (5) business days after a Breach.

5. Contractor’s notification may be oral, but shall be followed by written notification within 24 hours of the oral notification. Thereafter, Contractor shall provide written notification containing the contents stated below, within five (5) business days. Contractor shall be required to provide any other information relevant to the Breach in writing, as soon as discovered, or as soon as the information is available.

6. Contractor’s notification shall include, to the extent possible:
a) The identification of each Individual whose unsecured protected health information has been, or is reasonably believed by Contractor to have been, accessed, acquired, used, or disclosed during the Breach,
b) Any other information that County is required to include in the notification to Individual it must provide pursuant to 45 CFR §164.404 (c), at the time Contractor is required to notify County, or promptly thereafter as this information becomes available, even after the regulatory sixty (60) day period set forth in 45 CFR § 164.410 (b) has elapsed, including:
i. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known;
ii. A description of the types of Unsecured Protected Health Information that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved);
iii. Any steps Individuals should take to protect themselves from potential harm resulting from the Breach;
iv. A brief description of what Contractor is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any future Breaches; and 












 







 


City Council 16 – 109 8/4/2026
County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services

File No.: 2337101
v. Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, Web site, or postal address.

7. County may require Contractor to provide notice to the Individual as required in 45 CFR § 164.404 if it is reasonable to do so under the circumstances, at the sole discretion of the County.

8. In the event that Contractor is responsible for, or suffers a Breach of Unsecured Protected Health Information, in violation of the Privacy Rule, Contractor shall have the burden of demonstrating that Contractor made all notifications to County as required by the Breach Notification regulations, or in the alternative, that the use or disclosure did not constitute a Breach as defined in 45 CFR § 164.402.

9. Contractor shall maintain documentation of all required notifications required pursuant to this Agreement in the event of an impermissible use or disclosure of Unsecured Protected Health Information, or its risk assessment of the application of an exception to demonstrate that the notification was not required.

10. Contractor shall provide to County all specific and pertinent information about the Breach to permit County to meet its notification obligations under the HITECH Act, as soon as practicable, but in no event later than fifteen (15) calendar days after reporting the initial Breach to the County.

11. Contractor shall continue to provide all additional pertinent information about the Breach to County as it may become available, in reporting increments of fifteen (15) calendar days after the last report to County. Contractor shall also respond in good faith to any reasonable requests for further information, or follow-up information after report to County, when such request is made by County.

12. Contractor shall bear all expense or other costs associated with the Breach, and shall reimburse County for all expenses County incurs in addressing the Breach and consequences thereof, including costs of investigation, notification, remediation, documentation or other costs associated with addressing the Breach.

F. PERMITTED USES AND DISCLOSURES BY CONTRACTOR

1. Except as otherwise limited in this Agreement, Contractor may use or disclose PHI to perform functions, activities, or services for, or on behalf of, County as specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by County or the minimum necessary policies and procedures of County.

G. OBLIGATIONS OF COUNTY

1. County shall notify Contractor of any limitation(s) in County’s notice of privacy practices in accordance with 45 CFR Section 164.520, to the extent that such limitation may affect Contractor’ use or disclosure of PHI.

2. County shall notify Contractor of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Contractor’s use or disclosure 












 







 


City Council 16 – 110 8/4/2026
County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services

File No.: 2337101
of PHI.

3. County shall notify Contractor of any restriction to the use or disclosure of PHI that County has agreed to in accordance with 45 CFR Section 164.522, to the extent that such restriction may affect Contractor’s use or disclosure of PHI.

4. County shall not request Contractor to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by County.

H. BUSINESS ASSOCIATE TERMINATION

1. Notwithstanding the Termination provisions set forth in this Agreement, the Agreement shall only terminate when all of the PHI provided by County to Contractor, or created or received by Contractor on behalf of County, is destroyed or returned to County, or if infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions of this Section.

2. In addition to the rights and remedies provided in the Termination paragraph of this Agreement, upon County’s knowledge of a material breach by Contractor of the requirements of this Paragraph, County shall either:
a) Provide an opportunity for Contractor to cure the material breach or end the violation and terminate this Agreement if Contractor does not cure the material breach or end the violation within thirty (30) business days; or
b) Immediately terminate this Agreement if Contractor has breached a material term of this Agreement and cure is not possible; or if neither termination nor cure is feasible, County shall report the violation to the Secretary of the Department of Health and Human Services.

3. Upon termination of this Agreement, all PHI provided by County to Contractor, or created or received by Contractor on behalf of County, shall either be destroyed or returned to County as provided in the Termination paragraph of this Agreement, and in conformity with the Privacy Rule.
a) This provision shall apply to PHI that is in the possession of subcontractors or agents of Contractor.
b) Contractor shall retain no copies of the PHI.
c) In the event that Contractor determines that returning or destroying the PHI is infeasible, Contractor shall provide to County notification of the conditions that make return or destruction infeasible. Upon determination by County that return or destruction of PHI is infeasible, Contractor shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such PHI. 












 







 


City Council 16 – 111 8/4/2026
County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services

File No.: 2337101

ATTACHMENT F

CERTIFICATION FOR DATA REMOVAL
Contractor certifies that:

1. Contractor has permanently removed all stored data from the hard drives and Cache memory from copier prior to:
a. Transfer or sale of returned Copier from County,
b. Trade-in on replacement equipment,
c. Scrapping,
d. Donation, and/or
e. Destruction

2. The procedures associated with permanently removing all stored data from the hard drives and Cache memory that resides within Copiers is in compliance with NIST Special Publication 800- 88 Revision 1 and Department of Defense (DoD) 5220.22 – Guidelines for Media Sanitization.

Copier Model Number: ___________________________________________________ Copier Serial Number: ____________________________________________________ Name (please print): _____________________________________________________ Signature: _________________________________ Date: _____________________ Department: _______________________________ Phone No: ___________________ 












 







 


City Council 16 – 112 8/4/2026
County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services

File No.: 2337101

ATTACHMENT G

MIGRATION/TRANSITION PLAN

1. Migration/Transition Plan
It is the user department’s responsibility to coordinate and develop a detailed work plan with the existing and new Contractors. The plan will outline activities and technical components of a smooth transition/move with the least amount of equipment down time including but not limited to the following:

1.1. County Responsibilities:

1.1.1. User department shall provide thirty (30) days’ notice to existing Contractor of its intent to terminate existing contract to switch to a new Contractor.

1.1.2. User department shall inform new Contractor of its intent to use their equipment and services.

1.1.3. User department shall coordinate with existing Contractor for hard drive removal (if applicable) or to erase any remaining data saved in the copier to be removed.

1.1.4. User department shall coordinate with new Contractor and develop a schedule for new copier drop off and set up.

1.1.5. User department shall provide any operational considerations, coordinate with new Contractor to define processes needed for the set up and installation of new copiers.

1.1.6. User department shall coordinate network connectivity efforts with County IT staff for the set-up and installation of copiers.

1.1.7. User department shall coordinate with New Contractor on new copier/equipment demo and training.

1.1.8. County shall coordinate and provide any other transition services as necessary.

1.2. Contractor Responsibilities (Existing and/or New Contractor):

1.2.1. Existing Contractor shall work with user department in the removal of existing copiers, copier hard drive (if applicable) and/or erase any existing data inside the copier upon receipt of notice of intent to terminate contract.

1.2.2. New Contractor shall work with appropriate IT, Procurement and/or department personnel to assess user department needs and coordinate a migration/transition schedule (as applicable).

1.2.3. New Contractor shall deliver, install and ensure equipment is according to user department specifications.

1.2.4. New Contractor shall provide equipment training (copier features/functionalities; meter reading, etc.) based on building sites and department requests.

1.2.5. Existing and/or New Contractor shall coordinate and provide any other transition services as necessary.

1.2.6. Contractor shall advise County of any and all specialized installation and environmental County site requirements, prior to order acceptance, delivery and installation of copier equipment as necessary.













 







 


City Council 16 – 113 8/4/2026
County of Orange
County Procurement Office
RCA-017-23010022
C3 Office Solutions LLC, dba C3 Tech
Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services

File No.: 2337101
Exhibit 1

EQUIPMENT LEASE AGREEMENTS













 







 


City Council 16 – 114 8/4/2026

SLG FMV

Equipment Lease Agreement # ______________________

EQUIPMENT
Equipment MFG Model & Description Serial Number Accessories See attached schedule for additional Equipment / Accessories Billing Address: Equipment Location:

SUPPLIER TRANSACTION TERMS
Purchase Option: Fair Market Value
Lease Payment:$__________ (plus applicable taxes) Term: ______ (months) Billing Period: Monthly Quarterly Semi-Annually Annually (Monthly if not checked) The following additional payments are due on the date this Lease is signed by you:

Advance Payment: $_________ (plus applicable taxes) Applied to: First Last Document Fee: $75.00(included on first invoice)
YOU HAVE SELECTED THE EQUIPMENT. THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANY ASSIGNEE OF LESSOR AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS LEASE. YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY RIGHTS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR OTHERWISE. WE PROVIDE THE EQUIPMENT TO YOU AS-IS. YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS, AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOT A FIDUCIARY OF LESSEE. YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES.

EXCEPT AS PROVIDED IN SECTION 2, YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. THIS LEASE SHALL BE OF BUSINESS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS.

TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS TO YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS.

BY SIGNING THIS LEASE, YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE, AND AGREE TO THE TERMS ON PAGES 1 AND 2. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

TERMS AND CONDITIONS 1. COMMENCEMENT OF LEASE. Commencement of this Lease and acceptance of the Equipment shall occur upon deliver includes intangible property or associated services such as periodic software licenses and prepaid database subscription rights, such intangible property shall be referred to that we have no right, title or interest in the Software and you will comply throughout the Term of this Lease with any licen are e Commencement Date of this Lease. You agree to inspect the Equipment upon delivery and verify by telephone or in writing such information as we may require. If you signed a purchase order or similar agreement for the purchase of the Equipment, by signing this Lease you assign to us all of your rights, but none of your obligations under it. All attachments, accessories, replacements, replacement parts, substitutions, additions and repairs to the Equipment shall form part of the Equipment under this Lease. 2. LEASE PAYMENTS. You agree to remit to us the Lease Payment and all other sums when due and payable each Billing Period at the address we provide to you from time to time. You agree that you will remit payments to us in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for this Lease and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us. Lease Payments will include any freight, delivery, installation and other expenses we finance on your behalf at your request. Lease Payments are due whether or not you receive an invoice. You authorize us to adjust the Lease Payments by not more than 15% to reflect any reconfiguration of the Equipment or adjustments to reflect applicable sales taxes or the cost of the Equipment by the manufacturer and/or Supplier. NON-APPROPRIATION OF FUNDS. You intend to remit to us all Lease Payments and other payments for the full Term if funds are legally available. In the event you are not granted an appropriation of funds at any time during the Term for the Equipment or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to you to pay Lease Payments and other payments due and to become due under this Lease, and there is no other legal procedure or available funds by or with which payment can be made to us, and the non-appropriation did not result from an act or omission by you, you shall have the right to return the Equipment in accordance with Section 11 of this Lease and terminate this Lease on the last day of the fiscal period for which appropriations were received without penalty or expense to you, except as to the portion of the Lease Payments for which funds shall have been appropriated and budgeted. At least thirty (30) days prior to the end of your fiscal period, your chief executive officer (or legal counsel) shall certify in writing that: (a) funds have not been appropriated for the fiscal period; (b) such non-appropriation did not result from any act or failure to act by you; and (c) you have exhausted all funds legally available to pay Lease Payments. If you terminate this Lease because of a non-appropriation of funds, you may not purchase, lease or rent, during the subsequent fiscal period, equipment performing the same functions as, or functions taking the place of, those performed by the Equipment provided, however, that these restrictions shall not be applicable if or to the extent that the application of these restrictions would affect the validity of this Lease. This Section 2 shall not permit you to terminate this Lease in order to acquire any other Equipment or to allocate funds directly or indirectly to perform essentially the application for which the Equipment is intended. 3. LEASE CHARGES. You agree to: (a) pay all costs and expenses associated with the use, maintenance, servicing, repair or replacement of the Equipment; (b) pay all fees, assessments, taxes and charges governmentally imposed upon Lessor's purchase, ownership, possession, leasing, renting, operation, control or use of the Equipment and pay all premiums and other costs of insuring the Equipment; (c) reimburse us for all costs and expenses incurred in enforcing this Lease; and (d) pay all other costs and expenses for which you are obligated under NOTWITHSTANDING THE FACT THAT YOU MAY BE EXEMPT FROM THE PAYMENT OF PERSONAL PROPERTY TAXES, you acknowledge that as the owner of the Equipment, we may be required to pay personal property taxes, and you agree, at our discretion, to either: (1) reimburse us for all personal property and other similar taxes and governmental charges associated with the ownership, possession or use of the Equipment when billed by the jurisdictions; or (2) remit to us each Billing Period our estimate of the pro-rated equivalent of such taxes and governmental charges. In the event that the Billing Period sums includes a separately Continued on Page 2
C3 Technology Services
(Lessee Full Legal Name)
By: X By: X
Name: Name: _________________________ Title: _______________________ Title: Date: Date: FederalTax ID: _____________________ 







 


City Council 16 – 115 8/4/2026

stated estimate of personal property and other similar taxes, you acknowledge and agree that such amount represents our estimate of such taxes that will be payable with respect to the Equipment during the Term. As compensation for our internal and external costs in the administration of taxes related to each unit of Equipment, you agree to pay us a "Tax Administrative Fee" equal to $12 per unit of Equipment per year during the Term, not to exceed the maximum permitted by applicable law. The Tax Administrative Fee, at our sole discretion, may be increased by an amount not exceeding 10% thereof for each subsequent year of the Term to reflect our increased cost of administration and we will notify you of any such increase by indicating such increased amount in the relevant invoice or in such other manner as we may deem appropriate. We may take on your behalf any action required under this Lease which you fail to take, and upon receipt of our invoice you will promptly pay our costs (including insurance premiums and other payments to affiliates), plus reasonable processing fees. Restrictive endorsements on checks you send to us will not reduce your obligations to us. We may charge you a return check or non-sufficient funds charge of $25 for any check which is returned by the bank for any reason (not to exceed the maximum amount permitted by law).

4. LATE CHARGES. For any payment which is not received within three (3) days of its due date, you agree to pay a late charge not to exceed the higher of 10% of the amount due or $35 (not to exceed the maximum amount permitted by law) as reasonable collection costs.

5. OWNERSHIP, USE, MAINTENANCE AND REPAIR. We own the Equipment and you have the right to use the Equipment under the terms of this Lease. If this Lease is deemed to be a secured transaction, you grant us a first priority security interest in the Equipment to secure all of your obligations under this Lease. We hereby assign to you all our rights under any manufacturer and/or supplier warranties, so long as you are not in default hereunder. You must keep the Equipment free of liens. You may not remove the Equipment from the address indicated on page 1 of this Lease without first obtaining our approval. You agree to: (a) keep the Equipment in your exclusive control and possession; (b) use the Equipment in conformity with all insurance requirements, manu ed and maintained in ct; and (d) give us reasonable access to inspect the Equipment and its maintenance and other records.

6. INDEMNITY g, without limitation, those incurred in connection with responding to subpoenas, d or asserted by any person, in any manner relating to the Equipment, including its use, condition or possession. You agree to defend and indemnify us against all Claims, although we reserve the right to control the defense and to select or approve defense counsel. This indemnity continues beyond the termination of this Lease for acts or omissions which occurred during the Term of this Lease. You also agree that this Lease has been entered into on the assumption that we are the owner of the Equipment for U.S. federal income tax purposes and will be entitled to certain U.S. federal income tax benefits available to the owner of the Equipment. You agree to indemnify us for the loss of any U.S. federal income tax benefits resulting from the failure of any assumptions in this Lease to be correct or caused by your acts or omissions inconsistent with such assumption or this Lease. In the event of any such loss, we may increase the Lease Payments and other amounts due to offset any such adverse effect. 7. LOSS OR DAMAGE. If any item of Equipment is lost, stolen or damaged you will, at your option and cost, either: (a) repair the item or replace the item with a comparable item reasonably acceptable to us; or (b) pay us the sum of: (i) all past due and current Lease Payments and Lease Charges; (ii) the present value of all remaining Lease Payments and Lease Charges for the effected item(s) of Equipment, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher); and (iii) the Fair Market Value of the effected item(s) of Equipment. We will then transfer to you all our right, title and interest in the effected item(s) of Equipment AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE. Insurance proceeds shall be applied toward repair, replacement or payment hereunder, as applicable. In this tion (except for ordinary wear and tear from normal use), as estimated by us. No such loss or damage shall relieve you of your payment obligations hereunder. 8. INSURANCE. You agree, at your cost, to: (a) keep the Equipment insured against all risks of physical loss or damage for its full replacement value, naming us as loss payee; and (b) maintain public liability insurance, covering personal injury and Equipment damage for not less than $300,000 per occurrence, naming us as additional insured. The policy must be issued by an insurance carrier acceptable to us, must -renewal or amendment, and must provide deductible amounts acceptable to us. If you do not provide acceptable insurance, we have the right but no obligation to obtain insurance covering our interest (and only our interest) in the Equipment for the Lease Term and any renewals. Any insurance we obtain will not insure you against third party or liability claims and may be cancelled at any time. In the event that we elect to obtain such insurance, you will be required to pay us an additional amount each Billing Period for the cost of such insurance and an administrative fee, the cost of which insurance and administrative fee may be more than the cost to obtain your own insurance and on which we may make a profit. 9. DEFAULT. You will be in default under this Lease if: (a) you fail to remit to us any payment within ten (10) days of the due date or breach any other obligation under this Lease; (b) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law; (c) any representation made by you is false or misleading in any material respect; (d) you become insolvent, are liquidated or dissolved, merge, transfer a material portion of your ownership interest or assets, stop doing business, or assign rights or property for the benefit of creditors; or (e) you default under any other agreement with us or our assignees. 10. REMEDIES. If you default, we may do one or more of the following: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the sum of: (i) all past due and current Lease Payments and Lease Charges; (ii) the present value of all remaining Lease Payments and Lease Charges, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher); and (iii) the Fair Market Value of the Equipment; (b) declare any other agreements between us in default; (c) require you to return all of the Equipment in the manner outlined in Section 11, or take possession of the Equipment , in which case we shall not be held responsible for any losses directly or indirectly arising out of, or by reason of the presence and/or use of any and all proprietary information residing on or within the Equipment , and to lease or sell the Equipment or any portion thereof, and to apply the proceeds, less reasonable selling and administrative expenses, to the amounts due hereunder; (d) charge you interest on all amounts due us from the due date until paid at the rate of 1-1/2% per month, but in no event more than the lawful maximum rate; and (e) charge you for expenses incurred in connection with the enforcement of our fees and court costs. These remedies are cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of any other right or future right.

11. END OF TERM OPTIONS; RETURN OF EQUIPMENT. At the end of the Term and upon 30 days prior written notice to us, you shall either: (a) return all, but not less than all, of the Equipment; or (b) purchase all, but not less than all, of the Equipment AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE, for the Fair Market Value, plus applicable sales and other taxes. If you do not provide us with such written notice and either return all of the Equipment or purchase all of the Equipment at the end of the Term, then this Lease will automatically renew on a month-to-month basis and all of the provisions of this Lease shall continue to apply, including, without limitation, your obligations to remit Lease Payments, Lease Charges and other charges, until all of the Equipment is either returned to us (either because we demand return of the Equipment or you decide to return the Equipment) or purchased by you for the applicable Fair Market Value, plus applicable sales and other taxes, in accordance with the terms hereof. If you are in default (or a non-appropriation of funds occurs), or you do not purchase the Equipment at the end of the Term (or the Renewal Term), you shall: (1) return all of the Equipment, freight and insurance prepaid at your cost and risk, to wherever we indicate in the continental United States, with all manuals and logs, in good order and conditi specifications; and (2) securely remove all data from any and all disk drives or magnetic media prior to returning the Equipment (and you are solely responsible for selecting an appropriate removal standard that meets your business needs and complies with applicable laws). You will pay us for any loss in value resulting from the failure to maintain the Equipment in accordance with this Lease or for damages incurred in shipping and handling.

12. ASSIGNMENT. You may not assign or dispose of any rights or obligations under this Lease or sublease the Equipment without our prior written consent. We may, without notifying you: (a) assign all or any portion of this Lease or our interest in the Equipment; and (b) release information we have about you and this Lease to the manufacturer, Supplier or any prospective investor, participant or purchaser of this Lease. If we do make an assignment under subsection 12(a) above, our assignee will have all of our rights under this Lease, but none of our obligations. You agree not to assert against our assignee claims, offsets or defenses you may have against us.

13. MISCELLANEOUS. Notices must be in writing and will be deemed given five (5) days after mailing to your (or our) business address. You represent that: (a) you are the entity indicated in this Lease; (b) any you in accordance with all applicable laws, rules, ordinances and regulations; (c) the Documents are valid, legal, binding agreements, enforceable with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of your governing body, and hold the offices indicated below their signatures; (d) the Equipment is essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and shall be used during the Term only by you to perform such function; (e) you intend to use the Equipment for the entire Term and shall take all necessary action to include in your annual budget any funds required to fulfill your obligations each fiscal period during the Term; (f) you have complied fully with all applicable law governing open meetings, public bidding and appropriations, required in connection with this Lease and the debt under applicable state law; (g) your obligations to remit Lease Payments constitutes a current expense and not a debt under applicable state law; (h) this Lease is binding on you and your successors and assigns; and (i) all financial information you have provided is true and a reasonable representation of your financial condition. This Lease: (i) constitutes the entire agreement of the parties with respect to the subject matter thereof; (ii) supersedes all other writings, communications, understandings, agreements, purchase orders, solicitation documents (including, without limitation, any request for proposal and responses thereto and other related documents tandings; and (iii) may be amended or modified only
by written documents duly authorized, executed and delivered by the parties. This Lease is binding on you and your successors and assigns. You authorize us, our agent, or our assignee to: (a) obtain credit reports and make credit inquiries; (b) furnish your information, including credit application, payment history and account information, to credit reporting agencies and our assignees, potential purchasers or investors and parties having an economic interest in this Lease or the Equipment, including, without limitation, the seller, Supplier or any manufacturer of the Equipment; and (c) you irrevocably grant us the power to prepare, sign on your endments thereto or continuation thereof relating to the Equipment, and containing any other information required by the applicable UCC. Any claim you have against us must be made within two (2) years after the event which caused it. If a court finds any provision of this Lease to be unenforceable, all other terms shall remain in effect and enforceable. You authorize us to insert or correct missing information on this Lease, including your proper legal name, serial numbers and any other information describing the Equipment. If you so request, and we permit the early termination of this Lease, you agree to pay a fee for such privilege. UCC. YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. YOU FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT WE AND/OR SUPPLIER MAY MAKE A PROFIT ON ANY AND ALL FEES REFERENCED HEREIN AND, IN SO DOING WAIVE ANY AND ALL CLAIM WHICH YOU MAY HAVE FOR UNJUST ENRICHMENT. We may receive compensation from the manufacturer and/or Supplier of the Equipment in order to enable us to reduce the cost of this Lease below what we otherwise would charge. If we received such compensation, the reduction in the cost of this Lease is reflected in the Lease Payment.

14. ELECTRONIC TRANSMISSION OF DOCUMENTATION. This Lease may be executed in counterparts. The executed counterpart which has our original signature and/or is in our possession shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes, including, without limitation: (i) any hearing, trial or proceeding with respect to this Lease; and (ii) any determination as to which version of this Lease constitutes the single true original item of chattel paper under the UCC. If you sign and transmit this Lease to us by facsimile or other electronic transmission, the transmitted copy shall be binding upon the parties. You agree that the facsimile or other similar electronic transmission of this Lease manually signed by us, when attached to the facsimile or other electronic copy signed by you, shall constitute the original agreement for all purposes. The parties further agree that, for purposes of executing this Lease, and subject to our prior approval and at our sole discretion: (a) a document signed and transmitted by facsimile or other electronic transmission shall be treated as an original document; (b) the signature of any party on such document shall be considered as an original signature; (c) the document transmitted shall have the same effect as a counterpart thereof containing original signature; and (d) at our request, you, who executed this Lease and transmitted its signature by facsimile or other electronic transmission shall provide the counterpart of this Lease containing your original manual signature to us. No party may raise as a defense to the enforcement of this Lease that a facsimile or other electronic transmission was used to transmit any signature of a party to this Lease.








 


City Council 16 – 116 8/4/2026
SLG $1
Lease Purchase Agreement # _____________________

EQUIPMENT
Equipment MFG Model & Description Serial Number Accessories See attached schedule for additional Equipment / Accessories Billing Address:

Equipment Location:

SUPPLIER TRANSACTION TERMS
_________________________________
Name
Purchase Option: $1.00 Interest Rate: ____________ % per annum _________________________________
Address
_________________________________
City State Zip Code
Lease Payment:$ ____________ (plus applicable taxes) Term: __________ (months) Billing Period: Monthly Quarterly Semi-Annually Annually (Monthly if not checked) The following additional payments are due on the date this Lease is signed by you:

Advance Payment: $____________ (plus applicable taxes) Applied to: First Last Document Fee: $75.00(included on first invoice)
YOU HAVE SELECTED THE EQUIPMENT. THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT AGENTS OF ANY ASSIGNEE OF LESSOR AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS LEASE. YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF YOUR WARRANTY RIGHTS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR OTHERWISE. WE PROVIDE THE EQUIPMENT TO YOU AS-IS. YOU AGREE TO USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS, AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES.

WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR ACCOUNTING TREATMENT OF THIS LEASE AND YOU ACKNOWLEDGE THAT WE ARE AN INDEPENDENT CONTRACTOR AND NOT A FIDUCIARY OF LESSEE. YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE RELATED TO THIS LEASE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER LEASE TERM FOR ACCOUNTING PURPOSES.

EXCEPT TO THE EXTENT PROVIDED IN SECTION 2, YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. THIS LEASE SHALL BE DEEMED FULLY EXECUTED AND PERFORMED IN THE STATE OF LESSEE’S PRINCIPAL PLACE OF BUSINESS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH SUCH LAWS. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS TO YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE IDENTIFYING DOCUMENTS.

BY SIGNING THIS LEASE, YOU ACKNOWLEDGE RECEIPT OF PAGES 1 AND 2 OF THIS LEASE, AND AGREE TO THE TERMS ON PAGES 1 AND 2. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

TERMS AND CONDITIONS 1. COMMENCEMENT OF LEASE. Commencement of this Lease and acceptance of the Equipment shall occur upon delivery of the Equipment to you (“Commencement Date”). To the extent that the Equipment includes intangible property or associated services such as periodic software licenses and prepaid database subscription rights, such intangible property shall be referred to as “Software”. You understand and agree that we have no right, title or interest in the Software and you will comply throughout the Term of this Lease with any license and/or other agreement (“Software License”) entered into with the supplier of the Software (“Software Supplier”). You are responsible for entering into any Software License with the Software Supplier no later than the Commencement Date of this Lease. You agree to inspect the Equipment upon delivery and verify by telephone or in writing such information as we may require. If you signed a purchase order or similar agreement for the purchase of the Equipment, by signing this Lease you assign to us all of your rights, but none of your obligations under it. All attachments, accessories, replacements, replacement parts, substitutions, additions and repairs to the Equipment shall form part of the Equipment under this Lease.

2. LEASE PAYMENTS. You agree to remit to us the Lease Payment and all other sums when due and payable each Billing Period at the address we provide to you from time to time. You agree that you will remit payments to us in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for this Lease and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us. Lease Payments will include any freight, delivery, installation and other expenses we finance on your behalf at your request. Lease Payments are due whether or not you receive an invoice. You authorize us to adjust the Lease Payments by not more than 15% to reflect any reconfiguration of the Equipment or adjustments to reflect applicable sales taxes or the cost of the Equipment by the manufacturer and/or Supplier. NON-APPROPRIATION OF FUNDS. You intend to remit to us all Lease Payments and other payments for the full Term if funds are legally available. In the event you are not granted an appropriation of funds at any time during the Term for the Equipment or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to you to pay Lease Payments and other payments due and to become due under this Lease, and there is no other legal procedure or available funds by or with which payment can be made to us, and the non-appropriation did not result from an act or omission by you, you shall have the right to return the Equipment in accordance with Section 12 of this Lease and terminate this Lease on the last day of the fiscal period for which appropriations were received without penalty or expense to you, except as to the portion of the Lease Payments for which funds shall have been appropriated and budgeted. At least thirty (30) days prior to the end of your fiscal period, your chief executive officer (or legal counsel) shall certify in writing that: (a) funds have not been appropriated for the fiscal period; (b) such non-appropriation did not result from any act or failure to act by you; and (c) you have exhausted all funds legally available to pay Lease Payments. If you terminate this Lease because of a non-appropriation of funds, you may not purchase, lease or rent, during the subsequent fiscal period, equipment performing the same functions as, or functions taking the place of, those performed by the Equipment provided, however, that these restrictions shall not be applicable if or to the extent that the application of these restrictions would affect the validity of this Lease. This Section 2 shall not permit you to terminate this Lease in order to acquire any other Equipment or to allocate funds directly or indirectly to perform essentially the application for which the Equipment is intended.

3. LEASE CHARGES. You agree to: (a) pay all costs and expenses associated with the use, maintenance, servicing, repair or replacement of the Equipment; (b) pay all fees, assessments, taxes and charges governmentally imposed upon Lessor’s purchase, ownership, possession, leasing, renting, operation, control or use of the Equipment and to pay all premiums and other costs of insuring the Equipment; (c) reimburse us for all costs and expenses incurred in enforcing this Lease; and (d) pay all other costs and expenses for which you are obligated under this Lease (the amounts set forth in clause (a) through (d) being collectively referred to as “Lease Charges”). For U.S. federal income tax purposes, the parties hereto agree that it is their mutual intention that you shall be considered the owner of the Equipment and we shall in no event be liable to you if you fail to secure any U.S. federal income tax benefits available to the owner of the Equipment. We may take on your behalf any action required under this Lease which you fail to take, and upon receipt of our invoice you will promptly pay our costs (including insurance premiums and other payments to affiliates), plus reasonable processing fees. Restrictive endorsements on checks you send to us will not reduce your obligations to us. We may charge you a return check or non-sufficient funds charge of $25 for any check which is returned by the bank for any reason (not to exceed the maximum amount permitted by law). Continued on Page 2 LESSOR (“We”, “Us”) LESSEE (“You”)
Wells Fargo Bank, N.A.
(Lessee Full Legal Name)
By: X By: X
Name: Name: Title:

Title: Date: Date: Federal Tax ID








 


City Council 16 – 117 8/4/2026

4. PAYMENT OF TAXES. In addition to the Lease Payments under this Lease, you agree to pay all sales, use, excise, gross receipts and other taxes, charges and fees upon or with respect to the Equipment or the possession, ownership, use or operation, control or maintenance thereof and relating to this Lease, whether due before or after the end of the Term to the extent legally permissible. You also agree to file all required property tax returns and promptly pay all property taxes which may be assessed against the Equipment during the term of this Lease and, if we ask, provide us with proof of payment. You agree that if we are required by the applicable taxing jurisdiction to pay such taxes, you will promptly reimburse us for such tax payment.

5. LATE CHARGES. For any payment which is not received within three (3) days of its due date, you agree to pay a late charge not to exceed the higher of 10% of the amount due or $35 (not to exceed the maximum amount permitted by law) as reasonable collection costs.

6. OWNERSHIP, USE, MAINTENANCE AND REPAIR. The parties agree that it is their mutual intention that you shall be considered the owner of the Equipment (other than Software) for various purposes, including federal income tax purposes, as of the Commencement Date, and you hereby grant to us and we reserve a security interest in the Equipment to secure all of your obligations under this Lease. In no event shall this Lease be secured by real property. We hereby assign to you all our rights under any manufacturer and/or supplier warranties, so long as you are not in default hereunder. You must keep the Equipment free of liens. You may not remove the Equipment from the address indicated on page 1 of this Lease without first obtaining our approval. You agree to: (a) keep the Equipment in your exclusive control and possession; (b) use the Equipment in conformity with all insurance requirements, manufacturer’s instructions and manuals; (c) keep the Equipment repaired and maintained in good working order and as required by the manufacturer’s warranty, certification and standard full service maintenance contract; and (d) give us reasonable access to inspect the Equipment and its maintenance and other records.

7. INDEMNITY. You are responsible for all losses, damages, claims, infringement claims, injuries and attorneys’ fees and costs, including, without limitation, those incurred in connection with responding to subpoenas, third party or otherwise (“Claims”), incurred or asserted by any person, in any manner relating to the Equipment, including its use, condition or possession. You agree to defend and indemnify us against all Claims, although we reserve the right to control the defense and to select or approve defense counsel. This indemnity continues beyond the termination of this Lease for acts or omissions which occurred during the Term of this Lease. 8. LOSS OR DAMAGE. If any item of Equipment is lost, stolen or damaged you will, at your option and cost, either: (a) repair the item or replace the item with a comparable item reasonably acceptable to us; or (b) pay us the sum of the following amounts (such sum hereinafter the “Casualty Value”): (i) all past due and current Lease Payments and Lease Charges; plus (ii) the present value of all remaining Lease Payments for the effected item(s) of Equipment, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher). Upon our receipt of the Casualty Value, we will release any security interest which we may have in the effected item(s) for which payment is made, and transfer to you all our right, title and interest in such effected item(s) AS-IS AND WHERE-IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE. Insurance proceeds shall be applied toward repair, replacement or payment hereunder, as applicable. No such loss or damage shall relieve you of your payment obligations hereunder. 9. INSURANCE. You agree, at your cost, to: (a) keep the Equipment insured against all risks of physical loss or damage for its full replacement value, naming us as loss payees as our interests may appear; and (b) maintain public liability insurance, covering personal injury and Equipment damage for not less than $300,000 per occurrence, naming us as additional insured. The policy must be issued by an insurance carrier acceptable to us, must provide us with not less than 15 days’ prior written notice of cancellation, non-renewal or amendment, and must provide deductible amounts acceptable to us. If you do not provide acceptable insurance, we have the right, but no obligation, to obtain insurance covering our interest (and only our interest) in the Equipment for the Lease Term and any renewals. Any insurance we obtain will not insure you against third party or liability claims and may be cancelled at any time. In the event we elect to obtain such insurance, you will be required to pay us an additional amount each Billing Period for the cost of such insurance and an administrative fee, the cost of which insurance and administrative fee may be more than the cost to obtain your own insurance and on which we may make a profit.

10. DEFAULT. You will be in default under this Lease if: (a) you fail to remit to us any payment within ten (10) days of the due date or breach any other obligation under this Lease; (b) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law; or (c) any representation made by you is false or misleading in any material respect; (d) you become insolvent, are liquidated or dissolved, merge, transfer a material portion of your ownership interest or assets, stop doing business, or assign rights or property for the benefit of creditors; or (e) you default under any other agreement with us or our assignees. 11. REMEDIES. If you default, we may do one or more of the following: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the sum of: (i) all past due and current Lease Payments and Lease Charges; and (ii) the present value of all remaining Lease Payments, discounted at the rate of 6% per annum (or the lowest rate permitted by law, whichever is higher); (b) declare any other agreements between us in default; (c) require you to return all of the Equipment in the manner outlined in Section 12, or take possession of the Equipment , in which case we shall not be held responsible for any losses directly or indirectly arising out of, or by reason of the presence and/or use of any and all proprietary information residing on or within the Equipment , and to lease or sell the Equipment or any portion thereof, and to apply the proceeds, less reasonable selling and administrative expenses, to the amounts due hereunder; (d) charge you interest on all amounts due us from the due date until paid at the rate of 1-1/2% per month, but in no event more than the lawful maximum rate; and (e) charge you for expenses incurred in connection with the enforcement of our remedies including, without limitation, repossession, repair and collection costs, attorneys’ fees and court costs. These remedies are cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of any other right or future right.

12. END OF TERM; RETURN OF EQUIPMENT. If you are not in default, and all of your obligations under this Lease have been satisfied, including receipt by us of all monies due under this Lease, including but not limited to, the periodic scheduled payments, late charges, and reimbursement for property taxes (if applicable), we will release any security interest which we may have in the Equipment at the end of the Term. You shall have no obligation to provide any end-of-term notice to us, and this Lease shall not be renewed. If you are in default, (or a non-appropriation of funds occurs) you shall: (1) return all of the Equipment, freight and insurance prepaid at your cost and risk, to wherever we indicate in the continental United States, with all manuals and logs, in good order and condition (except for ordinary wear and tear from normal use), packed per the shipping company’s specifications; and (2) securely remove all data from any and all disk drives or magnetic media prior to returning the Equipment (and you are solely responsible for selecting an appropriate removal standard that meets your business needs and complies with applicable laws). You will pay us for any loss in value resulting from the failure to maintain the Equipment in accordance with this Lease or for damages incurred in shipping and handling. 13. ASSIGNMENT. You may not assign or dispose of any rights or obligations under this Lease or sublease the Equipment without our prior written consent. We may, without notifying you: (a) assign all or any portion of this Lease or our interest in the Equipment; and (b) release information we have about you and this Lease to the manufacturer, Supplier or any prospective investor, participant or purchaser of this Lease. If we do make an assignment under subsection 13(a) above, our assignee will have all of our rights under this Lease, but none of our obligations. You agree not to assert against our assignee claims, offsets or defenses you may have against us. 14. MISCELLANEOUS. Notices must be in writing and will be deemed given five (5) days after mailing to your (or our) business address. You represent that: (a) you ar e t he e nt i t y i n d ic ate d in t h i s Le a se ; (b) any documents required to be delivered in connection with this Lease (collectively, the “Documents”) have been duly authorized by you in accordance with all applicable laws, rules, ordinances and regula tions; (c) the Documents are valid, legal, binding agreements, enforceable with their terms and the person(s) signing the Documents have the authority to do so, are acting with the full authorization of your governing body, and hold the offices indicated below their signatures; (d) the Equipment is essential to the immediate performance of a governmental or proprietary function by you within the scope of your authority and shall be used during the Term only by you to perform such function; (e) you intend to use the Equipment for the entire Term and shall take all necessary action to include in your annual budget any funds required to fulfill your obligations each fiscal period during the Term; (f) you have complied fully with all applicable law governing open meetings, public bidding and appropriations, required in connection with this Lease and the debt under applicable state law; (g) your obligations to remit Lease Payments constitutes a current expense and not a debt under applicable state law; (h) this Lease is binding on you and your successors and assigns; and (i) all financial information you have provided is true and a reasonable representation of your financial condition. This Lease: (i) constitutes the entire agreement of the parties with respect to the subject matter thereof; (ii) supersedes all other writings, communications, understandings, agreements, purchase orders, solicitation documents (including, without limitation, any request for proposal and responses thereto and other related documents (together, the “Bid Documents”)) and other representations, express or implied (“Prior Understandings”), and may not be contradicted or amended by Prior Understandings; and (iii) may be amended or modified only by written documents duly authorized, executed and delivered by the parties. This Lease is binding on you and your successors and assigns. You authorize us, our agent or our assignee to: (a) obtain credit reports and make credit inquiries; (b) furnish your information, including credit application, payment history and account information to credit reporting agencies and our assignees, potential purchasers or investors and parties having an economic interest in this Lease or the Equipment, including, without limitation, the seller, Supplier or any manufacturer of the Equipment; and (c) you irrevocably grant us the power to prepare, sign on your behalf (if applicable), and file, electronically or otherwise Uniform Commercial Code (“UCC”) financing statements and any amendments thereto or continuation thereof relating to the Equipment, and containing any other information required by the applicable UCC. Any claim you have against us must be made within two (2) years after the event which caused it. If a court finds any provision of this Lease to be unenforceable, all other terms shall remain in effect and enforceable. You authorize us to insert or correct missing information on this Lease, including your proper legal name, serial numbers and any other information describing the Equipment. If you so request, and we permit the early termination of this Lease, you agree to pay a fee for such privilege. THE PARTIES INTEND THIS TO BE A “FINANCE LEASE” UNDER ARTICLE 2A OF THE UCC. YOU WAIVE ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC. YOU FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT WE AND/OR SUPPLIER MAY MAKE A PROFIT ON ANY AND ALL FEES REFERENCED HEREIN AND, IN SO DOING WAIVE ANY AND ALL CLAIM WHICH YOU MAY HAVE FOR UNJUST ENRICHMENT. We may receive compensation from the manufacturer and/or Supplier of the Equipment in order to enable us to reduce the cost of this Lease below what we otherwise would charge. If we received such compensation, the reduction in the cost of this Lease is reflected in the Lease Payment.

15. PAYMENT AMOUNTS. For purposes of the amortization of the Equipment cost, each Lease Payment, including any Advance Payment, will be considered received on the date it is required to be paid under this Lease, and any Document Fee will be considered received on the date of this Lease. The Interest Rate set forth above has been rounded to two decimal places for ease of reference, but interest on the Equipment cost may be calculated at the Interest Rate with more than two decimal places. The financial terms of the Lease may have been determined taking into account fees the Lessor has paid to, or rebates, discounts, subsidies, or other compensation or financial benefits (including the ability to fund over time amounts that may be financed under the Lease) Lessor has received from, the Equipment supplier, a broker, or other third party in connection with the Lease.

16. LIMITATIONS ON CHARGES. This Section controls over every other part of this Lease and over all other documents now or later pertaining to this Lease. We both intend to comply with all applicable laws. In no event will we charge or collect any amounts in excess of those allowed by applicable law. Any part of this Lease or any other documents now or hereafter pertaining to the Lease that could, but for this Section, be read under any circumstance to allow for a charge higher than that allowable under any applicable legal limit, is limited and modified by this Section to limit the amounts chargeable under this Lease to the maximum amount allowed under the legal limit. If in any circumstance, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by us in excess of that legally allowed will be applied by us to the payment of amounts legally owed under this Lease, or refunded to you.

17. ELECTRONIC TRANSMISSION OF DOCUMENTATION. This Lease may be executed (manually or electronically) in counterparts. The executed counterpart which (a) has our original signature (if executed by us manually), (b) is electronically maintained by us (if executed by us electronically), and/or (c) is in our possession shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes, including, without limitation: (i) any hearing, trial or proceeding with respect to this Lease; and (ii) any determination as to which version of this Lease constitutes the single true original item of chattel paper under the UCC. If you sign (manually or electronically) and transmit this Lease to us by facsimile or other electronic transmission, the transmitted copy shall be binding upon the parties. You agree that the facsimile or other similar electronic transmission of this Lease manually or electronically signed by us, when attached to the facsimile or other electronic copy manually or electronically signed by you, shall constitute the original agreement for all purposes. The parties further agree that, for purposes of executing this Lease, and subject to our prior approval and at our sole discretion: (a) a document signed (manually or electronically) and transmitted by facsimile or other electronic transmission shall be treated as an original document; (b) the signature of any party on such document shall be considered as an original signature; (c) the document transmitted shall have the same effect as a counterpart thereof containing original signature; and (d) at our request, you, who executed this Lease manually and transmitted its signature by facsimile or other electronic transmission shall provide the counterpart of this Lease containing your original manual signature to us. No party may raise as a defense to the enforcement of this Lease that a facsimile or other electronic transmission was used to transmit any signature of a party to this Lease. 







 


City Council 16 – 118 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
AMENDMENT NO. ONE TO
CONTRACT RCA-017-23010022
WITH C3 OFFICE SOLUTIONS, LLC., DBA C3 TECH
This Amendment No. One to Contract RCA-017-23010022 (hereinafter referred to as “Amendment No. One”) is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as “County” and C3 Office Solutions, LLC., doing business as C3 Tech, a Limited Liability Company registered in the State of California (hereinafter referred to as “Contractor”), with County and Contractor sometimes referred to as “Party” or collectively referred to as “Parties”.

RECITALS
WHEREAS, County entered into a contract with Contractor for Digital Multifunctional Copiers, Printers, Software, Related Accessories; and effective May 3, 2023, through May 2, 2028; and WHEREAS, Parties now desire to amend the Contract to revise the original Contract term, Attachment A, Scope of Work to add Section II – Contract Usage and Section XVI - Miscellaneous Clause; and replace Exhibit 1 – Equipment Lease Agreement; and NOW, THEREFORE, in consideration of the mutual obligation set forth herein, both Parties mutually agree to ament the Contract as follows:

ARTICLES

1. Contract shall be amended to revise the original Contract term.

2. Article “2. Term” of the Contract shall be amended to read in its entirety as follows:

2. Term: Contract shall be effective May 3, 2023, through and including May 2, 2029, unless otherwise terminated as provided herein.

3. Attachment A “Scope of Work,” has been revised and attached hereto and incorporated herein by this reference.

4. Exhibit 1 “– Equipment Lease Agreement,” has been replaced and attached hereto and incorporated herein by this reference.

5. This Amendment No. One to the Contract modifies the Contract only as expressly set forth above. This Amendment No. One does not modify, alter or amend the Contract or in any other way whatsoever. Except as amended herein, all other terms and conditions of the Contract remain unchanged. Except as otherwise expressly set forth herein, all terms and conditions contained in the Contract and any Amendments thereto are incorporated by this reference and shall remain in full force and effect as amended herein.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 119 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment effective upon signatures.

C3 OFFICE SOLUTIONS, LLC., DBA C3 TECH
_____________________________________________________________________________________ Print Name Title
_____________________________________________________________________________________ Signature Date
_____________________________________________________________________________________ Print Name Title
_____________________________________________________________________________________ Signature Date
*Pursuant to California Corporation Code Section 313, if the Contracting party is a corporation, (2) two signatures are required:
1) The document must be signed by two people. One of them must be the chairman of the board, the president or any vice-president. The other must be the secretary, any assistant secretary, the chief financial officer or any assistant treasurer.
2) One corporate officer may sign the document, providing that written evidence of the office’s authority to bind the corporation with only his or her signature must be provided. The evidence would ideally be a corporate resolution.

County Of Orange, a political subdivision of the State of California Print Name Title
Signature Date
************************************************************************************* DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 Tony Sanchez
6/26/2023
President
Tricia Sanchez CFO
6/26/2023
6/26/2023
Robert Esparza SPCS
City Council 16 – 120 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

ATTACHMENT A

SCOPE OF WORK
I. INTRODUCTION
The County of Orange has established a Regional Cooperative Agreement (RCA) for Digital Multifunctional Copiers, Printers, Software, Related Accessories and Services (hereinafter referred to as “Services”). This Contract is a usage contract between County and Contractor for the following Scope of Work.

II. CONTRACT USAGE:

A. Agencies/departments utilizing this Contract will submit a Scope of Service or Scope of Work and request a quote/proposal from Contractor. Services to Agencies/Departments will be “project specific” or at contracted rates, on an as-needed basis.

B. Agencies/Departments must allow a minimum of five (5) Business Days (Monday through Friday) for Contractors to respond to their quote/proposal.

C. Equipment may be added or deleted from the Subordinate Contract periodically, at the discretion of the County. County shall notify Contractor when equipment has been added or removed.

Contractor shall provide Services for added equipment at contracted hourly rates when applicable.

III. CONTRACTOR RESPONSIBILITIES:

A. Contractor must provide copier(s) and services as listed in Attachment C, to any requesting County Department.

B. Contractor is responsible for the professional quality and technical competence of Contractor personnel/employees designated to provide services to County.

C. Contractor must comply with all applicable local, state, and federal laws and regulations.

D. Contractor must comply with all applicable County Department rules of conduct, policies, and procedures while on County premises.

E. Data Removal - Contractor must provide County with its written policies and procedures associated with permanently removing all stored Customer data/images from the hard disk drives and Cache memory that resides within Copiers. Procedures associated with permanently removing all stored Customer data/images from the hard disk drives and Cache memory that resides within Copiers must be in compliance with NIST SP 800-88 and Department of Defense (DoD) 5220.22-compliant sanitation programs.

F. Hard Disk Drive Replacements Due to Copier Malfunction/Failure - Contractor must permanently remove all stored County data/Images from the hard disk drive and Cache memory within seven (7) calendar days of removal of replacement hard disk drives from County. Within seven (7) calendar days of hard disk drive replacement services or request by County, Contractor must provide written certification (Attachment E. Certification for Data Removal) that data removal was completed.

G. Confidentiality - Contractor must ensure its employees maintain confidentiality of all information and County records that may become accessible to the employees.

H. Contractor Staff: Contractor must provide, but is not limited to, the following information to each employee given a County assignment:

1. Location of assignment

2.Name of Reporting Supervisor or Manager
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 121 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

3.Length of Assignment

4.Working Hours

5.Complete job description

6.Performance Expectations
IV. SECURITY REQUIREMENTS AT COUNTY SECURED FACILITIES:

A. County operates several secured facilities, including several Probation, Sheriff and John Wayne Airport operated sites. Contractor and its employees who perform services in County secured facilities are required to comply with strict operation policies and may be required to pass a background check, at the sole discretion of the County department, prior to performance due to security requirements at County secured facilities. The applicable County policies and security requirements have been designed with the primary purpose of ensuring a safe and secure environment for all involved.

B. Contractor must provide a list of all Contractor personnel/employees who will be directly performing tasks associated with the Contract. Contractor’s personnel/employees providing service in a County secured detention facility, Probation facility or Sheriff’s facility, will be expected to pass two (2) separate background checks performed by the Orange County Sheriff’s Department and the Orange County Probation Department. No changes must be authorized to the approved list without a request in writing submitted by Contractor and approved by the County Site Coordinator. At no time will unauthorized Contractor employees perform any task associated with this Contract. If this occurs, Contractor will be notified that it has not complied with the terms of this Contract and is subject to Contract termination. The list of all Contractor Personnel/Employees performing under this Contract must be submitted prior to award of this Contract.

C. Contractor must prepare and submit a Security Clearance form to the County Site Coordinator for all persons who will be working on or who will need access to County secured facilities.

1.Security Clearance forms must be submitted at least five (5) business days prior to the start of work or prior to the use of any person subsequent to the start of work.

2. Said Security Clearance forms must be thoroughly and accurately completed.

Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance.

3.No person shall be employed on this work who has not received prior clearance from the Probation Department, Sheriff’s Department or John Wayne Airport.

4.County is not under any obligation to give a reason clearance is denied.

D. Contractor is responsible for signing in with the County Site Coordinator or designee, as required, upon arrival at a County secure facility (e.g., JWA, Probation). Contractor must report to the Central Control Center (Control).

E. Contractor personnel/employees must closely monitor all tools, equipment and other materials at all times while performing services under this Contract, especially at County detention facilities.

F. Contractor personnel/employees must have no contact, either verbal or physical, with internees/inmates in County secured detention facilities. Specifically, Contractor employees must:

1.Not give names or addresses to internees.

2.Not receive any names or addresses from internees.

3.Not disclose the identity of any internee to anyone outside the facility.

4.Not give any materials to internees.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 122 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

5.Not receive any materials from internees (including materials to be passed to another individual or internee).
*Failure to comply with these requirements is a criminal act and can result in prosecution.

G. Any Contractor personnel/employee(s) engaged in the performance of work under this Contract at John Wayne Airport are expected to pass the screening requirements and abide by all of the security requirements set forth by the Federal Aviation Administration (FAA) and the County of Orange.
“The Federal Aviation Administration (FAA) approved security program for John Wayne Airport requires that each person issued a John Wayne Airport security badge is made aware of his/her responsibilities regarding the privilege of access to restricted areas of the airport”.

All persons within the restricted air operation areas of the airport are required to display, on their person, a John Wayne Airport security badge, unless they are specifically exempted for reasons, or they are under escort by a properly badge individual. Each airport employee or airport tenant employee who has been issued a John Wayne Airport security badge is responsible for challenging any individual who is not properly displaying an airport issued or approved and valid identification badge. Any person who is not properly displaying or who cannot produce a valid John Wayne Airport security badge must immediately be referred to the Sheriff’s Department Airport Detail Office for proper handling.

The John Wayne Airport security badge is the property of the County of Orange and must be returned upon termination of employment at John Wayne Airport. The loss of a badge must be reported within twenty-four (24) hours to the Sheriff’s Department Airport Dispatch Center (949) 252-5000. A report must be made before a replacement badge will be issued.

H. All vehicles parked on-site at a County secured facility must always be locked and thoroughly secured.

I. All equipment and materials must remain in Contractor’s possession at all times and must never be left unattended while at a County secured facility. All lost or misplaced equipment or materials must be reported immediately to the (a) security staff or Control in County secured detention facilities or (b) the escort or Control in Sheriff’s facilities.

J. Contractor personnel/employees must not smoke or use profanity or other inappropriate language while on-site.

K. Contractor personnel/employees must not enter a County secured facility while under the influence of alcohol, drugs or other intoxicants and must not have such materials in their possession.

L. Contractor personnel/employees must plan their activities to minimize the number of times they must enter and exit a County secured facility, i.e., transport all equipment and materials needed for the day at the start of work and restrict all breaks to the absolute minimum.

M. Contractor personnel/employee(s) must be well-disposed to the public and County staff utilizing the facilities but must be responsive only to the requests of the County Site Coordinator unless otherwise directed and must direct all inquiries or requests to the County Site Coordinator.

V. TRANSITION REQUIREMENTS:

A. Contractor must work with appropriate County IT, Procurement and/or department personnel to assess user department needs and coordinate a migration/transition schedule (as applicable).

B. Contractor shall coordinate and provide without additional charge any other transition services County determines necessary to transition to another vendor at the end of the contract term.

VI. PRICE GUARANTEE
A. Contractor will guarantee fixed hardware and service pricing for a period of 24 months after DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 123 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
contract has been awarded.

B. For devices that the County may wish to acquire after the price guarantee expires, the Contractor agrees to offer the County a discount over retail pricing (as reported by a 3rd party such as Buyer's Laboratory) equivalent to the discounts being offered in this Contract VII. DEVICE DATA COLLECTION: METER USAGE AND SUPPLY LEVELS A. Contractor will use ECI FM Audit to collect and store device meter and supply level data for the fleet at no cost to the County and provide access to the software to the County.

B. ECI FM Audit is to report device level meters for service billing and supplies levels for supplies management, this tool is also capable of capturing and reporting:

1.Make/Model

2.IP Address

3.MAC Address

4.Location

5.Total Meters B/W

6.Total Meters Color

7.Supply Levels (including historical fill rates)
C. All data collected by the software tool will remain the property of the County.

VIII. SERVICE RESPONSES
A. 12 Orange County Based Technicians
B. The average in-person service response time, as calculated from the time the service call is placed to the factory-trained service technician's on-site arrival, including preventive maintenance calls, will be: 4 Hours
C. The maximum in-person service response time, as calculated from the time the service call is placed to the factory-trained service technician's on-site arrival, including preventive maintenance calls, will be: 5 Hours
D. The average time it will take a field engineer to acknowledge the County's service request once a service call has been placed with Contractor, as calculated from the time the service call is placed until a service technician calls the County to provide an estimated time of arrival, will be: 60 Minutes
E. To assure the County that Contractor 's intention is to respond to the service requests within the maximum response times stated above, Contractor shall compensate the County with the following credit of the monthly service cost (for the device in question) for each response that exceeds the guaranteed maximum response time: 5%
F. Contractor shall provide a loaner device of equal or superior capabilities to the County if any device installed by Contractor is unable to perform to the County's specifications for more than 8 hours of normal business operation.

G. Contractor shall provide Customer Support by phone at no additional charge during normal business hours; Monday – Friday 8:00am to 5:00pm.

H. For issues related to service responses, supplies management, non-reporting devices, etc., Contractor will provide customer support by email and is expected to response within 1 hour.

IX. TERMS AND CONDITIONS OF ACQUISITION
A. 100% money-back guarantee for a particular device, regardless of the problem within 30 days.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 124 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
B. The Contractor guarantees each machine to perform within the County’s specifications for a period of 60 MONTHS or the volume listed below, whichever occurs first.

C. The Contractor will replace each machine on a like-for-like basis with the then current technology if the machine fails to perform to the County’s specifications while continuously under a service agreement with Contractor, so long as the County uses supplies recommended by the equipment manufacturer.

D. Volume Guarantees:

Copier/MFD 35 PPM B/W 60 Months OR 750,000 Impressions
Copier/MFD 45 PPM B/W 60 Months OR 1,200,000 Impressions Copier/MFD 55 PPM B/W 60 Months OR 2,100,000 Impressions Copier/MFD 65 PPM B/W 60 Months OR 2,700,000 Impressions Copier/MFD 75 PPM B/W 60 Months OR 3,900,000 Impressions Copier/MFD 75 PPM B/W 60 Months OR 4,800,000 Impressions Copier/MFD 95 PPM B/W 60 Months OR 5,700,000 Impressions Copier/MFD 35 PPM Color 60 Months OR 750,000 Impressions Copier/MFD 45 PPM Color 60 Months OR 1,200,000 Impressions Copier/MFD 55 PPM Color 60 Months OR 2,100,000 Impressions Copier/MFD 65 PPM Color 60 Months OR 2,700,000 Impressions Copier/MFD 75 PPM Color 60 Months OR 3,900,000 Impressions Production Copier/MFD 110 PPM B/W 60 Months OR 18,000,000 Impressions
Production Copier/MFD 120 PPM B/W 60 Months OR 18,000,000 Impressions
Production Copier/MFD 75 PPM Color 60 Months OR 3,900,000 Impressions MFP 30PPM B/W (Laser) 60 Months OR 300,000 Impressions
MFP 30PPM Color (Laser) 60 Months OR 300,000 Impressions MFP 40PPM Color 60 Months OR 420,000 Impressions
MFP 50PPM B/W 60 Months OR 600,000 Impressions
Printer 30PPM B/W (Laser) 60 Months OR 300,000 Impressions Printer 30PPM Color (Laser) 60 Months OR 300,000 Impressions Printer 50PPM B/W (Laser) 60 Months OR 600,000 Impressions Printer 50PPM Color (Laser) 60 Months OR 600,000 Impressions E. Impressions Between Calls (IBCs) Guarantee: the Contractor guarantees each machine to operate at the fixed average number of Impressions Between Calls (IBCs) listed below for the entire life of the contract.

F. IBC Guarantees:

Copier/MFD 35 PPM B/W 12,500 IBCs
Copier/MFD 45 PPM B/W 20,000 IBCs
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 125 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
Copier/MFD 55 PPM B/W 35,000 IBCs
Copier/MFD 65 PPM B/W 45,000 IBCs
Copier/MFD 75 PPM B/W 65,000 IBCs
Copier/MFD 75 PPM B/W 80,000 IBCs
Copier/MFD 95 PPM B/W 95,000 IBCs
Copier/MFD 35 PPM Color 12,500 IBCs
Copier/MFD 45 PPM Color 20,000 IBCs
Copier/MFD 55 PPM Color 35,000 IBCs
Copier/MFD 65 PPM Color 45,000 IBCs
Copier/MFD 75 PPM Color 65,000 IBCs
Production Copier/MFD 110 PPM B/W 250,000 IBCs
Production Copier/MFD 120 PPM B/W 250,000 IBCs
Production Copier/MFD 75 PPM Color 65,000 IBCs
MFP 30PPM B/W (Laser) 5,000 IBCs
MFP 30PPM Color (Laser) 5,000 IBCs
MFP 40PPM Color 7,000 IBCs
MFP 50PPM B/W 10,000 IBCs
Printer 30PPM B/W (Laser) 5,000 IBCs
Printer 30PPM Color (Laser) 5,000 IBCs
Printer 50PPM B/W (Laser) 10,000 IBCs
Printer 50PPM Color (Laser) 10,000 IBCs
G. These averages are stated below by segment. The averages shall include Preventative Maintenance (PM) service calls and be calculated during any immediately preceding 12- month period. These calculations will exclude service calls caused by operator error and the guarantee will remain in effect while the equipment is continuously under a service agreement with Contractor.

H. Contractor will replace any machine on a like-for-like basis with the then current technology if that machine fails to produce the average number of Impressions Between Calls.

I. Fair Market Value (FMV) Leasing

1. The Contractor will use Wells Fargo, Leasing Company to provide Fair Market Value (FMV) funding for leasing.

2. FMV monthly lease rate factor:
a. 60-month FMV Lease rate factor for a monthly billing cycle: 0.01953

3. FMV quarterly lease rate factor:
a. 60-month FMV Lease rate factor for a quarterly billing cycle: 0.01953

4. Contractor will provide a fair market value buyout to keep at the end of the lease that does not exceed 15% of the purchase price of the device.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 126 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

5. Contractor will provide a written notice to the County 90 days prior to the date the letter of intent is due to prevent any automatic renewal period.

6. Contractor agrees to a maximum automatic lease renewal period of 30 days.

7. Contractor is responsible for the return of equipment acquired from the Contractor under this contract to the Leasing Company at the end of the lease term. This shall include shipping costs, insurance, or any other shipping or equipment repair costs associated with the return of this equipment.

J. $1.00 Buyout Leasing

1. $1 Buyout monthly lease rate factor:
a. 60-month $1 Buyout Lease rate factor for a monthly billing cycle: 0.021525.

2. $1 Buyout quarterly lease rate factor:
a. 60- month $1 Buyout Lease rate factor for a quarterly billing cycle: 0.021525.

3. Will provide a written notice to the County 90 days prior to the lease end date.

K. Lease Rate Adjustments

1. Contractor will adjust the proposed lease rates (up and down) in a manner that is directly proportional to any adjustments made by the Lease Company, with no increase in profit margin.

2. Will provide the County with 30-day notice prior to any rate adjustments.

L. Insurance Documentation

1. Upon request, the County shall provide Contractor with insurance documentation if required by the Leasing Company, once the lease contracts are signed.

2. Contractor shall provide documentation to the Leasing company, any and all necessary actions to correct any insurance billing problems. On-Appropriation / Funding-Out Clauses

3. Contractor shall include in all leasing options and lease documents, non-appropriation and/or funding-out clauses as required by the State Code of California. Lease Documentation Fee

4. Contractor will require the following Lease Documentation Fee per contract at no cost.

M. Training

1. Contractor will schedule, in advance at no additional cost, the installation and simultaneous basic instruction of the operation of the new equipment

2. In-Service Training: Contractor will schedule, in advance and at no additional cost, at each location's convenience, In-Service training (2 operators for each device) covering the complete operation of the new equipment as needed.

3. Copy Center Staff Training: Contractor agrees to schedule, in advance and at no additional cost, in-depth training to designated individuals on general and advanced copier functions and features; basic maintenance and troubleshooting; supply replenishment; use of the copier management system; and related items.

4. IT Staff Training: Contractor agree to schedule, in advance and at no additional cost, specialized network connectivity, configuration and other information technology training as requested by County.

N. Equipment Delivery and Timing
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 127 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

1. Pre-Installation Coordination: agree to coordinate the delivery, set-up/installation, and removal of devices with the ordering County department.

2. Delivery Tools and Waste: agree to, at all times, keep the premises and the areas in which the work is performed free from accumulation of waste materials or rubbish as well as the tools, installation equipment, machinery, and surplus materials during the progress of the work and until completion thereof? Will Contractor remove from the premises all crates, wrappings and other flammable waste materials or trash.

3. Site Damages Caused During Delivery: agree to take responsibility for any damage to County premises as a result of delivery, set-up/installation, and pick-up of devices and repair and restore such premises to the original condition.

4. Pre-Installation Procedures: agree to advise the County of any an add specialized installation and environmental County site requirements for the delivery and installation of devices ordered under the resulting contract? This information must include, but is not limited to, the following: air conditioning, electrical requirements, special grounding, cabling requirements, space requirements, and any other considerations critical to the installation. After receipt of the County site requirements, the County may cancel an order for a particular copier before acceptance of copier.

Additionally, inspections, tests, measurements, or other acts or functions performed by the County must in no manner be construed as relieving Contractor from full compliance with Contract requirements.

5. Damaged Items: Replacement Timing: agree to replace any items and/or components that are received with damages within thirty (30) consecutive calendar days after the notification of damage.

6. Damaged Items: Late Delivery: agree to pay, as liquidated damages, the sum of $50.00 per device per consecutive calendar day after thirty (30) days from the date of notification until the replacement of damaged items have been received by the County.

7. Current Firmware: agrees to install the most current version(s) of firmware into all devices prior to installation.

8. Contractor does not experience hardware delivery delays for the proposed model(s) due to issues with the supply chain.

O. Equipment Disposal

1. Equipment Pick-Up and Disposal: agree to pick up and dispose of used equipment already owned by the County, if requested, at no additional charge to the County? (This applies only to existing equipment that is owned by County, not equipment that is under a lease agreement.) The County will provide Contractor with a list of all equipment to be removed and disposed of.

2. Existing Devices Data Security: agree to either destroy the hard drives (for devices with removable hard drives) and provide a certificate of completion at no cost.

P. Equipment Demonstration or Trial

1. Equipment demonstration: The County agencies may want to test the equipment onsite prior to awarding the contract. If requested, Contractor agrees to provide equipment, configured as proposed, for on-site testing for a minimum of 5 business days. The demonstration must not be conditioned upon an agreement to purchase/lease or execution of a purchase order.

2. Maximum Demonstration or Trial Period: agree that any demonstration or trial period will not exceed 30 calendar days.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 128 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

3. Conversion of Demonstration or Trial Device: agree that any demonstration or trial device will not be converted to a permanent placement unless the device was new/unused prior to placement.

4. Data Security for Demonstration or Trial Device: Upon removal of a demonstration or trial device, Contractor agrees to take responsibility of securely erasing or destroying residual data stored in the hard disk drive. Contractor will permanently remove all stored County data/images from the hard disk drive and Cache memory within seven (7) calendar days of termination of the placement. Within seven (7) calendar days of data removal services or request by the County, Contractor will provide written certification (See Model Contract Attachment E. Certification for Data Removal) that data removal was completed.

X. TERMS AND CONDITIONS OF SERVICE
A. Tracking/Crediting Service Copies: any copies run by any representative of Contractor be tracked and credited back to the County at the end of each service-billing period.

B. Preventative Maintenance and Parts Replacement

1. Preventative Maintenance Parts List(s): Contractor will provide the pages from the service manual, for each installed device, indicating the manufacturer's replacement schedule for preventative maintenance (PM) parts, including parts names which may be included in PM Kits, and manufacturer's part numbers to the County? (This information will be used by the County to evaluate service work that is being performed by Contractor.

2. Original Equipment Manufacturer Parts: Contractor agrees to provide only Original Equipment Manufacturer Parts and supplies when repairing, servicing, or supplying consumable items for each device. Failure to do so will constitute a breach of contract and require Contractor to fully compensate the County for any real or perceived loss or damage.

3. Parts Replacement: For the entire life of each device covered under a service contract with the Contractor, Contractor shall replace all parts and provide "Preventative Maintenance" parts according to the manufacturer's recommended replacement schedule. In addition, if any part fails before reaching the manufacturer's estimated life expectancy, Contractor will replace failed parts as long as the device is covered under a service contract by Contractor.

4. Management and Evaluation: The County reserves the right to monitor and evaluate all aspects of Vendor's invoicing and service work that is executed by Contractor for all equipment that is leased or covered under a service contract by Contractor on an ongoing basis. Contractor shall provide all requested lease and service contract data, billing and invoicing data, and/or service call history data within ten (10) business days of such a request whether made by telephone or e-mail. Contractors agree not to object or hinder in anyway the ongoing evaluation of cost, volume, equipment performance and Contractor’s performance of services provided to the County.

5. Data Request: Contractor agree to pay to the County $50.00 in liquidated damages per consecutive day, beyond 10 business days, that Vendor delays delivering requested lease and/or service contract data, billing and/or invoicing data, and/or service call history data.

6. Monthly Reports: Contractor will deliver monthly reports in an electronic format acceptable to the County. The reports will be formatted in an acceptable manner and include the following for each device acquired from Contractor. - make/model - serial DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 129 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
number - Contractor ID number – location - room number - the monthly meter readings (for each billable meter per device)
i. In addition to the above data, each report will include all service calls performed during the past 30 days, the date and time the call was placed, the date and time the technician arrived onsite, the beginning meter reading of the service call, the ending meter reading of the service call, a complete description of the reason for each call, the remedy provided by Supplier, and a complete list of all parts including the manufacturer’s part numbers that were required to complete each service call.
ii. All calls will be recorded and be categorized as a service call, return with parts call, a call back, operator error call or courtesy call. These monthly reports shall be provided at no additional expense to the County for the life of the equipment.

C. Equipment Relocation

1. Within a building: If, during the contract period, the need arises to move or relocate equipment purchased under this contract within a building, will Contractor agree to move the equipment at no additional charge to the County.

2. From one building to another building: If, during the contract period, the need arises to move or relocate equipment purchased under this contract from one building to another building, will Contractor agree to move the equipment at no additional charge to the County.

D. Data Security for proposed Equipment

1. Overwrite Capability: proposed devices have the capability for at least a onetime overwrite after the completion of each copy/print/scan job and a structured three (3) times overwrite (DoD) on a weekly off hours (outside of working days, 8:00a.m.- 5:00p.m.) schedule.

2. De-installation of Hard Drives for Purchased Devices at end-of-life: Contractor agrees, at no additional charge, to de-install each hard drive and turn each hard drive over to the custody of personnel authorized by the County so that the County may oversee the complete destruction of the hard drive and any confidential data contained therein. This applies to purchased devices only.

3. Replacement Hard Drive / Overwrite Software: Overwrite Software is included in pricing. Note: Any hard drive replacement shall occur at the end of the life cycle before the device is deinstalled and while the device is still located at the County’s site.

4. Hard Drives Erasure and Certification: Contractor agrees to take responsibility of securely erasing or destroying residual data stored in the hard disk drive.

Contractor will permanently remove all stored County data/images from the hard disk drive and Cache memory within seven (7) calendar days of termination of the placement. Within seven (7) calendar days of data removal services or request by the County, Contractor will provide written certification (See Model Contract Attachment E. Certification for Data Removal) that data removal was completed.

5. Removal of Hard Drive from the County’s Site: Contractor agrees that no hard drive, for any reason, for any device acquired under this Contract, will be removed from the County’s site at any time by Contractor, unless all data contained in the hard drive has been removed utilizing software that will overwrite the hard drive, and that removing a hard drive from the County’s site without confirming that the hard drive has been erased will constitute a breach of contract.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 130 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

6. Protection of Confidential Information: Contractor understands that documents left in or on any device may contain confidential information that must be protected and agrees that all documents found in or on any device by Contractor will be handed to authorized County personnel and that the documents will not be placed in a trash can or recycle bin by any representative of Contractor.

E. Supplies

1. Supply Shipping: agree to ship and/or deliver supplies (including toner and staples) to the County for no additional charge? If no, please explain how shipping charges will be determined.

2. Supply Shipping: 1-2 Business day for toner to be delivered after it has been ordered.

3. Supply Shipping: Late Delivery: To assure the County that Contractor's intention is to deliver toner within the number of days stated above, Contractor will compensate the County with $5.00 credit for each late delivery.

4. Used Toner and Toner Containers: Contractor will pick up the empty/used toner containers at no cost.

5. Cost of Staples: $50.00 per box of 3 cartridges. 15000 Staples Per Box.

6. Auto Supply Replenishment: Contractor ship supplies automatically based on the usage of each device without the County having to place an order.

7. Spare set of toners on-site: Contractor will allow the County to keep a spare set of toners on hand (at each site) for each model type as well as for each high-volume device, at no additional cost.

F. Extended Service Coverage

1. Years 6 and 7: When any device is 5 years old, if the device has not reached the 60- month volume (see Terms and Conditions of Acquisition) and the device is experiencing an average of 1 or fewer service calls per month, will Contractor offer extended coverage for years 6 and 7.

2. Terms for Extended Coverage: Contractor will offer the same level of service for years 6 and 7 (as provided for the first 5 years).

3. Service Rate Increase: As compared to the proposed rates for Year 5, the estimated service rate increase for years 6 and 7 is 10%.

XI. CURRENT PRINTER FLEET SERVICE/SUPPLIES
A. Current Printer Fleet Services/Supplies Terms

1. Makes/Models: Service/Supplies will be provided for all currently installed make/models listed.

2. On an “As-is” Basis: Contractor provide service for the existing printer fleet on an as-is basis, i.e., with no inspection or charges to "bring the equipment up to contractlevel specifications" before the contract begins? Any device that will not produce a printed page at the start of the contract will be excluded from this requirement. The County will take into consideration the exclusion of any printer found to be operable, but in extremely poor condition.

3. Contractor agrees that the contract cannot be assigned to another Service Company without the written permission of the County or canceled by Contractor except for non-payment of the service contract by the County.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 131 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

4. Contractor agrees to submit all contract invoices and billing in a timely manner. The contract shall include network interface support, labor, and all consumable parts and supply items excluding paper. The contract shall include all parts required by the equipment manufacturer to keep all equipment operating within manufacturer specifications. The service contract shall also include all travel time, mileage, and labor.

5. Firmware Upgrades (after initial installation): Except for firmware upgrades Contractor will install prior to delivery of a device, Contractor agrees to NOT take the initiative to do any additional firmware upgrades or change configuration settings without the County’s permission.

6. Adding Printers/MFPs to the Contract: Contractor agrees that printers/MFPs can be added to the contract at the proposed rates at any time, provided the model of the additional printer is already under contract or a new model is approved by Contractor and connected to the County's network.

7. Equipment Replacement: Contractor shall replace printers that cannot be repaired on a like-for-like basis at no additional cost as long as the contract is in effect and also agree that all replacement devices shall become property of the County? (This will apply to all devices covered under the contract. NO

8. Printer Relocation by the County: If during the contract period, the need arises to move a printer covered under this contract, Contractor allows County personnel to move the equipment without affecting the contract coverage.

9. Printer Relocation Notification: Contractor allows printer/MFP relocation notifications via email at [email protected].

10. Annual Preventative Maintenance on all devices covered under the contract:

Contractor provide annual preventative maintenance for printers/MFPs covered under this contract at no additional cost.

11. Parts Replacement for Existing Devices: For the entire life of each existing device covered under a service contract with Contractor, Contractor will replace all parts and provide "Preventative Maintenance" parts according to the manufacturer's recommended replacement schedule? In addition, if any part fails before reaching the manufacturer's estimated life expectancy, will Contractor replace failed parts as long as the device is covered under a service contract by Contractor.

12. Supply Failure Rate: average failure rates for OEM: 1%, and for 3rd Party: 1%.

B. Current Printer Fleet Service/Supplies Pricing

1. Cost-per-print for a contract that uses only OEM parts and supplies as well as pricing for a contract that uses third party high-quality compatible supplies.

Pricing for B/W Prints on Color Devices
(OEM parts and supplies) (3rd Party parts and supplies) $0.044 $0.0179
Pricing for B/W Prints on B/W Devices
(OEM parts and supplies) (3rd Party parts and supplies) $0.044 $.0179
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 132 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
Pricing for Color Prints
(OEM parts and supplies) (3rd Party parts and supplies) $0.24 $0.11
XII. SOFTWARE TECHNICAL REQUIREMENTS
A. Option 1 - On-Premises Software Solution: PaperCutMFD version 22.0 B. Support and Recommended Server Operating System(s)

1. Supported Server Operating Systems: Microsoft Windows (64-bit), Apple macOS

10.15 (Catalina) or higher, Windows Server 2022 / 2019 / 2016 / 2012 R2 / 2012 / Windows 11 / Windows 10

2. Recommended Server Operating Systems: Note: Core, server, advanced server, enterprise edition, 64-bit edition, workstation, professional versions all supported. If using Windows Server 2012 or 2012 R2, make sure the Server-Gui-Mgmt-Infra feature of Windows Server is installed.

3. Universal Print Driver Offered
i. Universal Print Driver allow the user full access the device's finishing options, i.e., stapling and 3-hole punch
ii. Devices can be remotely configured individually or in groups of like devices.

4. Secure Print Release ("Follow-Me"): This capability provides the ability for the sender to have their document(s) printed only if their ID code is entered at the machine. The user should be able to request, from any device on the network which is configured for this function, that their print job be printed at the device from which the request is made.

5. User Identification: Users can be assigned a unique identification number

6. Cost Accounting: Tracked activity can be assigned to one or more accounting codes as defined by the County.

7. Activity Management: Device features and functions can be limited by user, organization, accounting code, or any combination.

8. User Limiting Function: Users can be assigned hard volume or cost limits that prevent further use until approval(s) are granted. These same limits can be "awareness" warnings at various thresholds, with no usage prevention.

9. Server-Based Document Processing: Action taken for a scanned document will be handled at the server level rather than making use of device resources.

10. Automatic Generation and Distribution of Reports: reports are able to have automatic generation and distribution.

11. User Authentication: Users must use an assigned access code in order to gain access to device features and functions. This access code can be entered at the desktop or at the device.

12. Active Directory Authentication Support: solution being proposed supports Active Directory authentication.

13. Print Driver Auto Deploy: has an auto print driver deploy option which allows for auto-loading of print drivers based on specific subnets with no additional cost.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 133 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

14. Pricing: Embedded Software License Cost: one-time purchase cost per newly installed device for the license to enable the proper functional interoperability with software.
i. $332.80 per license per Multi-Function device
ii. $1,16.80 per device for required installation/configuration support iii. $520.00 per server

15. Pricing: Card Reader for Copier/ MFDs: $144 per card reader, connected via USB.

16. Pricing: Ongoing Maintenance/Support Pricing: $416 per device for 5 years.

17. Multiple Instances: In the event that the County would need multiple instances of the proposed software for departments due to the network infrastructure/firewalls. i. $520.00 per server

18. Training: Training included during implementation and ongoing. i. User Based Training
ii. Admin Training.
iii. Knowledge Base and Manuals available 24/7
iv. $0 per hour for up to 10 people

19. Professional Services: price for professional services for solution customization and/or additional support.
i. $116.80 per hour.

C. Option 2 - Cloud Based Solution: PaperCut 22.0- PaperCut MF

1. Universal Print Driver Offered
i. Universal Print Driver allow the user full access the device's finishing options, i.e., stapling and 3-hole punch
ii. Devices can be remotely configured individually or in groups of like devices. iii. Device provides automatic device discovery.

2. Secure Print Release ("Follow-Me")- This capability provides the ability for the sender to have their document(s) printed only if their ID code is entered at the machine. The user should be able to request, from any device on the network which is configured for this function, that their print job be printed at the device from which the request is made.

3. User Identification: Users can be assigned a unique identification number

4. Cost Accounting: Tracked activity can be assigned to one or more accounting codes as defined by the County.

5. Activity Management: Device features and functions can be limited by user, organization, accounting code, or any combination.

6. User Limiting Function: Users can be assigned hard volume or cost limits that prevent further use until approval(s) are granted. These same limits can be "awareness" warnings at various thresholds, with no usage prevention.

7. Server-Based Document Processing: Action taken for a scanned document will be handled at the server level rather than making use of device resources.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 134 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403

8. Automatic Generation and Distribution of Reports: reports are able to have automatic generation and distribution.

9. User Authentication: Users must use an assigned access code in order to gain access to device features and functions. This access code can be entered at the desktop or at the device.

10. Active Directory Authentication Support: solution being proposed supports Active Directory authentication.

11. Print Driver Auto Deploy: Solution proposed has an auto print driver deploy option which allows for auto-loading of print drivers based on specific subnets.

12. Pricing: Embedded Software License Cost: the cost per newly installed device for the license to enable the proper functional interoperability with software proposed. i. $332.80 per license per Multi-Function device per one-time (specify one-time, monthly, annually)
ii. $116.80 per device for required installation/configuration support iii. $520.00 per server

13. Pricing: Card Reader for Copier/ MFDs: $144 per card reader, connected via USB.

14. Pricing: Ongoing Maintenance/Support Pricing: $416 per device for 5 years.

15. Multiple Instances: If the County would need multiple instances of the proposed software for departments due to the network infrastructure/firewalls. iv. $520.00 per server

16. Training: Training included during implementation and ongoing. v. User Based Training
vi. Admin Training.
vii. Knowledge Base and Manuals available 24/7
viii. $0 per hour for up to 10 people

17. Professional Services: price for professional services for solution customization and/or additional support.
ix. $116.80 per hour.

XIII. SUPPORT FOR SOFTWARE SOLUTION
A. Device Management and Usage Tracking Software Support

1. Placing a Support Call:
i. Support calls are available by web portal 24/7 (www.c3tech.com/my-c3) ii. Phone M-F 8:00am-5:00pm phone (714) 689-1700
iii. Email ([email protected]).
iv. Asset Tag and or Serials will be needed to initiate support.

2. Method of Delivery of Support Services: Software Support will be delivered by a remote access conference connection. Users can also phone in to listen/speak in conversation.

3. Priority 1, Critical:

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 135 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
“Critical” is defined as any system status where a major feature fails to function, the system is not functioning, or a major business process is seriously disrupted. i. Target Response in 1 hours
ii. Target Resolution in 4 hours

4. Escalation Process for Priority 1 Issues: “Escalation Process” is defined as a specific sequence of documented, hierarchical actions that is expected to take place to reach problem resolution. For issues not resolved within the target resolution period, please describe your escalation process for Priority 1 issues. i. Escalation of Priority 1 Issues will be taken by C3's internal CIO and software Contractor's emergency team. Client will be communicated as information are updated.

5. Compensation for Exceeding the Target Resolution Period for Priority 1 Issues: NO

6. Priority 2, High:
“High” is defined as any system status where a major feature intermittently fails to function, or a major business process is intermittently seriously disrupted. i. Target Response in 4 hours
ii. Target Resolution in 8 hours

7. Escalation Process for Priority 2 Issues: “Escalation Process” is defined as a specific sequence of documented, hierarchical actions that is expected to take place to reach problem resolution. For issues not resolved within the target resolution period, please describe your escalation process for Priority 2 issues. i. Escalation of Priority 2 Issues will be taken by C3's internal IT Manager and software Contractor's level 3 team. Client will be communicated as information are updated.

8. Compensation for Exceeding the Target Resolution Period for Priority 2 Issues: NO

9.Priority 3, Medium:
“Medium” is defined as any system status where a feature intermittently fails to function, or a business process is intermittently disrupted. i. Target Response in 8 hours
ii. Target Resolution in 24 hours

10. Escalation Process for Priority 3 Issues: Escalation of Priority 3 Issues will be taken by C3's internal Level II Team and software Contractor's level 2 team. Client will be communicated as information are updated.

11. Priority 4: Low: resolution time period for support calls related to a minor usability, presentation or cosmetic problem that does not affect the ability to use the product. i. Target Response in 24 hours
ii. Target Resolution in 48 hours
XIV. HARDWARE CATALOG AND HARDWARE PRICING
A. Hardware Catalog and Hardware pricing on Attachment D, page 42.

B. All devices shall be new/unused, the most current model version, and newly manufactured as defined in the Contract.

C. Prices include all requirements, including all expenses for set-up, delivery, installation of device, DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 136 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
a surge protector, a line conditioner (if recommended by the manufacturer), and a stand/pedestal as recommended by the manufacturer (if required).

D. Prices include a truck or van delivered price to the install location. Prices are F.O.B. to the delivery point, with Contractor assuming all responsibility in making necessary adjustments with freight companies or in replacing all devices damaged in transit to the satisfaction of the County.

E. All prices for Optional Equipment shall include all expenses for set-up, delivery, and installation of optional equipment.

XV. SERVICE PRICING
A. Contractor agrees that the service contract cannot be assigned to another Service Company without the written permission of the County or canceled by Contractor except for non-payment of the service contract by the County. Contractor also agrees to submit all service contract invoices and billing in a timely manner. All service contract requirements shall apply if equipment is purchased or leased.

The service contract shall include network interface support, unlimited supplies of all toner, all developer, drums, all consumable parts, toner waste containers, and all other supply items excluding paper. The service contract shall include all parts and Preventive Maintenance (PM) parts as required by the equipment manufacturer to keep all equipment operating within manufacturer specifications. Contractor will be required to use Original Equipment Manufacturer (OEM) parts and supplies when servicing the fleet of equipment. Replacement of PM parts shall occur according to the manufacturer's schedule. The service contract shall also include all travel time, mileage, and labor.

B. Service billing shall occur Quarterly in Arrears based on actual usage, with no minimum volume guaranteed. Rates are as listed below:

Segment: Year 1: Year 2: Year 3: Year 4: Year 5:

Copier/MFD - 35PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD - 45PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD - 55PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD - 65PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD - 75PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD - 85PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD - 95PPM B/W $0.00297 B/W $0.00297 B/W $0.00318 B/W $0.00343 B/W $0.00378 B/W Copier/MFD - 35PPM
Color
$0.00297 B/W
$0.0347 Color
$0.00297 B/W
$0.0347 Color
$0.00318 B/W
$0.0371 Color
$0.00343 B/W
$0.04 Color
$0.00378 B/W
$0.044 Color
Copier/MFD - 45PPM
Color
$0.00297 B/W
$0.0347 Color
$0.00297 B/W
$0.0347 Color
$0.00318 B/W
$0.0371 Color
$0.00343 B/W
$0.04 Color
$0.00378 B/W
$0.044 Color
Copier/MFD - 55PPM
Color
$0.00297 B/W
$0.0347 Color
$0.00297 B/W
$0.0347 Color
$0.00318 B/W
$0.0371 Color
$0.00343 B/W
$0.04 Color
$0.00378 B/W
$0.044 Color
Copier/MFD - 65PPM
Color
$0.00297 B/W
$0.0347 Color
$0.00297 B/W
$0.0347 Color
$0.00318 B/W
$0.0371 Color
$0.00343 B/W
$0.04 Color
$0.00378 B/W
$0.044 Color
Copier/MFD - 75PPM
Color
$0.00297 B/W
$0.0297 Color
$0.00297B/W
$0.0297 Color
$0.00318 B/W
$0.0371 Color
$0.00343 B/W
$0.04 Color
$0.00378 B/W
$0.044 Color
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 137 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
Segment: Year 1: Year 2: Year 3: Year 4: Year 5:

Segment: Year 1: Year 2: Year 3: Year 4: Year 5:

Production Copier/MFD -
110PPM B/W
$0.00297 B/W $0.00297 B/W $0.00318B/W $0.00343 B/W $0.00378 B/W Production Copier/MFD -
120PPM B/W
$0.00297 B/W $0.00297 B/W $0.00318B/W $0.00343 B/W $0.00378 B/W Production Copier/MFD -
75PPM Color
$0.00297 B/W
$0.0297 Color
$0.00297 B/W
$0.0297 Color
$0.00318 B/W
$0.0318 Color
$0.00343 B/W
$0.0343 Color
$0.00378 B/W
$0.0378 Color
MFP - 30PPM B/W (Laser) $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W MFP - 30PPM B/W (Laser)
Software Compatible
$0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W
MFP - 30PPM Color (Laser) $0.044 B/W
$0.24 Color
$0.044 B/W
$0.24 Color
$0.047 B/W
$0.257 Color
$0.051 B/W
$0.278 Color
$0.056 B/W
$0.306 Color
MFP - 30PPM Color (Laser)
Software Compatible
$0.044 B/W
$.24 Color
$0.044 B/W
$.24 Color
$0.047 B/W
$0.257 Color
$0.051 B/W
$0.278 Color
$0.056 B/W
$0.306 Color
MFP - 50PPM B/W (Laser) $0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W MFP - 50PPM B/W (Laser)
Software Compatible
$0.044 B/W
$0.24 Color
$0.044 B/W
$0.24 Color
$0.047 B/W
$0.257 Color
$0.051 B/W
$0.278 Color
$0.056 B/W
$0.306 Color
MFP - 50PPM Color (Laser) $0.044 B/W
$0.24 Color
$0.044 B/W
$0.24 Color
$0.047 B/W
$0.257 Color
$0.051 B/W
$0.278 Color
$0.056 B/W
$0.306 Color
MFP - 50PPM Color (Laser)
Software Compatible
$0.044 B/W
$0.24 Color
$0.044 B/W
$0.24 Color
$0.047 B/W
$0.257 Color
$0.051 B/W
$0.278 Color
$0.056 B/W
$0.306 Color
Printer - 30PPM B/W
(Laser)
$0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W
Printer - 30PPM Color
(Laser)
$0.044 B/W
$0.24 Color
$0.044 B/W
$0.24 Color
$0.047 B/W
$0.257 Color
$0.051 B/W
$0.278 Color
$0.056 B/W
$0.306 Color
Printer - 50PPM B/W
(Laser)
$0.044 B/W $0.044 B/W $0.047 B/W $0.051 B/W $0.056 B/W
Printer - 50PPM Color
(Laser)
$0.044 B/W
$0.24 Color
$0.044 B/W
$0.24 Color
$0.047 B/W
$0.257 Color
$0.051 B/W
$0.278 Color
$0.056 B/W

0.306
XVI. MISCELLANEOUS CLAUSE:

Contractor shall provide a quote for items not listed under Attachment A and shall not exceed $25,000 per invoice. Miscellaneous items not listed in the Contract, may be purchased off this Contract. Contractor will provide requesting department with quote and process order once the County department has authorized the order in writing.

Prices shall include all costs, but not limited to, overhead, all necessary labor, transportation, freight, delivery and/or shipping/handling fees, fuel/fuel surcharges, mileage, storage, self-imposed fees and any other costs necessary to provide the item/s requested.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 138 8/4/2026
________________________________________________________________________________________________________ County of Orange
County Executive Office
Digital Multifunctional Copiers, Printers,
Software, Related Accessories and Services

File No.: 2348403
In addition to the commodity requirements and all other terms and conditions provided herein, Contractor shall satisfy the following billing/invoicing procedures for miscellaneous items not named specifically on this attachment. Failure to follow these procedures fully may delay payment of miscellaneous items.

A. An authorized County Department staff member will contact the Contractor to obtain a written quote for any items needed that are not listed above or are of a different quantity than specified.

B. An authorized County Department staff must obtain a quote for items on the Contract if purchased in different quantities than listed on the Contract.

C. Contractor to include all charges in the quote including but not limited to; initial set-up fees and/or color matching fees, rush charges (if applicable) and shipping charges.

D. If the authorized County Department staff member finds the quote satisfactory, the authorized staff member will sign the quote and email or fax it back to the vendor authorizing the purchase. The Contractor under no circumstance shall release or deliver any miscellaneous items without a written quote signed by an authorized County Department staff member, in their possession.

E. Contractor must attach with the invoice a copy of the matching quote with the authorized County Department staff member signature.

F. The agency/department shall certify on the invoice that the prices are per the signed quote.

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 139 8/4/2026
DocuSign Envelope ID: 76D14AB2-9F4A-4DCF-91 EC-97E053923777 Municipal Lease Agreement $1.00 Purchase Option Transaction
Agreement #
Lessor: Lessee:
county of orange
w�a,e�I Nnmc) , •
est c, v, c center Dri ve
(SI reel Address) CA 92701 orange Santa Ana
(City) (Stnte) (Zip Code) (Co11nty)
We have written this Agreement in plain language because we want you to understand its tenns. Please read your copy of this Agreement carefully and feel free to ask us any questions you may have. The word "Agreement" means this master lease agreement. The word "Schedule" means any lease schedule under this Agreement which has been signed by you and accepted by us. The word "Lease" means this Agreement and a Schedule. The words and "you" and "your" mean the Lessee named above. The words "we," "us," and "our" refer to the Lessor named above. Other capitalized tenns not othetwise defined in this Agreement are desctibed in the Schedule.

TERMS AND CONDITIONS
IMPORTANT: THE l
1ROVISIONS OF THIS AGREEMENT MAY NOT BE ALTERED EXCEl'T DY WAY OF WRlITEN AGREEMENT BETWEEN YOU AND US,

1. AGREEMENT; PAYMENTS: We agree to lease to you and you agree to lease from us the Equipment ("Equipment") listed on any Schedule. You promise to pay us the Lease payments according to the tenns of the schedule. Subject to tennination for non-appropriation described in Section 17, you are unconditionally obligated to pay to us all Lease payments and other amounts due under each Schedule for the full Term unless section K; Termination in RCA-0 l 7�230 10022 is exercised.You are not entitled to reduce or set-ofTagainst Lease payments or other amounts due under each Schedule for any reason whatsoever. If payment is not received when due, you agree to pay a charge at the rate often (10%) percent per annum or the maximmn amount permitted by law, whichever is less, on any unpaid delinquent balance. You may make separnte ammgements with Sharp or its authorized dealers ("Sharp Dealers") to provide maintenance, service, and supplies for the Equipment. You agree that we will not be responsible to provide you with any maintenance, service, and supplies and that any payments you make to us on account of any combined billing will be attributed first against any Lease payments which are then due, with the remainder to be paid to the Sharp Dealer, In the event of conflict between the terms of the Lease and any other agreement, including but not limited to Invitations for Bid or Purchase Orders, the tenns of the Lease shall control.

2. GENERAL TERMS; EFFECl'IVENESS: You agree to all the terms and conditions of this Agreement and each Schedule. All Equipment will be used for business and/or commercial purposes and will not be used for personal, family or household purposes. You acknowledge receipt of this Agreement and each Schedule.

THIS AGREEMENT AND EACH SCHEDULE WILL NOT COMMENCE AND WILL NOT BE BINDING ON US UNTIL ACCEPTED IN OUR DOUGLAS COUNTY, MINNESOTA OFFICES. You appoint us as your altomey-in-foct to execute, deliver and record financing statements on your behalf to show our interest in the Equipment. You agree that we are authorized, without notice to you, to supply missing infonnation or c01Tcct obvious etrnrs in this Agreement and any Schedule.

3. ACCEPTANCE; COMMENCEMENT: You agree to furnish us a written statement (a) acknowledging receipt and proper installation of the Equipment in good working condition and (b) accepting the Equipment for all purposes under the Lease, The tenn of this agreement will begin on the date the lessor signs the Jease (called the "Commencement Date") and continuing on the same day of each billing period for the tenn of the Lease. Unless othe1wise stated in the contract, the first payment will be due thirty days from the "Commencement Date".

4. PURCHASE OPTION: Upon expiration of the original Tenn or the extended Tenn, and if (a) you have paid all Lease Payments, all outstanding charges, (b) the Schedule contains a purchase option, uml (c) you have given us at least thirty (3 0) days written notice, prior to the end of the Tenn, that you will exercise the purchase option, then you will have the option to purchase the Equipment at the end of the Term for the purchase option amount of$ !. At the time of purchase, you must pay us the purchase option amount for the Equipment, plus any prope1ty, sales or use taxes assessed or levied on the equipment or its sale. Upon our receipt of the purchase option amount plus all applicable taxes, we will transfer title to the equipment to you "AS-IS, WHERE-IS" WITHOUT ANY REPRESENTATION OR WARRANTY.

5. WARRANTmS: WE ARE LEASING TUE EQUIPMENT TO YOU "AS IS," WITH NO WARRANTIES EXPRESSED OR IMPLIED AND SPECIFICALLY DISCLAIMING WARRANTIES OF MERCI-IANTABILTY OR Ji'ITNESS FOR A ]>ARTICULAR PURPOSE. You acknowledge that you have selected the Equipment covered by each Schedule. We are not liable to you for any breach of those wammties. You agree that upon your acceptance of this Equipment, you will huve no set-offs or counter-claims against us.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF TI-IIS AGREEMENT (INCLUDING THOSE ON THE REVERSE SIDE) AND ANY SCHEDULES SHOULD llE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING AUE ENFORCEABLE. TERMS OR ORAL PROMISES THAT ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF EACH LEASE. EACH LEASE IS NOT CANCELABLE unless section K; Termination in RCA-017-23010022 is exercised.

YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT, ANY SCHEDULES AND YOUR APPLICATION WAS CORRECT AND COMPLETE WIIF..N THIS AGREEMENT WAS SIGNED. TI-11S AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNLESS AND UNTIL WE EXECUTE THIS AGREEMENT. THIS AGREEMENT AND ALL SCHEDULES WILL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH YOU ARE LOCATED IN. YOU AGREE TO THE JURfSDICTION AND VENUE OF FEDERAL AND STATE COURTS IN THE STATE YOU ARE LOCATED IN.

ACCEPTED BY:

LESSOR:

DY, -TlJar_k/ l/:5)u-1st
(Signature ofAuth01ized Signer) ,/{t)r
TITLE: /rQt v.1/::sh us+ �� )
n
(PrintedNume and Title)
LESSEE:

DY:

TITLE:

PROPOSED BY:
,--DoouSlgried by: ,,,..-DocuSigried by:
. , bl,\, Wbr f\-UUA, fl-U'v\,//M,Jv; .'\.
·:rn5 �BDBA88AaGBB747'·' ~ ... --------------
(Stgmirure tWJ\.mf&J QCd Signer)
DPA DPA Kevi n Wo rk Hel en He rnandtz
{Title)
6/21/2023
DATE: 6/2 1/2023
Pdnted Name
FEDTAX ID#:

SHARP ELECTRNICS COPORATION
100 Paragon Drive, Box Q
Montvale, NJ 07645
Email: [email protected]
Phone: (201) 529-8932
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 140 8/4/2026
DocuSlgn Envelope ID: 76D14AB2-9F4A-4DCF-91EC-97E053923777

6. LIAUILITY: WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU OR ANY THIRD PARTIES CAUESD BY THE EQUIPMENT OR ITS USE NOR IN ANY EVENT WILL WE BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR lNClDENTIAL DAMAGES. You agree to reimburse us for, and to defend us against any claims for losses 01· injuries caused by the Equipment and any costs or 11ltomey fees related to those claims.

7. MAINTENANCE AND INSTALLATION: A Sharp Denier will install (and remove wltl1 our Jll'ior written consent) the Equipment In accordance with Sl1n1·p's service policies. You will be responsible to maintain tile Equipment in good working order and In compliance with all laws and regulations. Even tr the E11ui11mc11t malfunctions, or is dnmaged, you agree to continue to make Lease 1mymcnts unless section K; Terminntion ill RCA-017-23010022 is exercised, , 8, ACCESS; MET
ER READING; RETURN AND ALTERATION: You agree to give us, Sl111rp nnd the Slrnr11 Dealers mu·estrictcd nccess to your premises to rend metcn, inspect, h1stall, witl1 our 11rior wl'ittcn consent remove and, if npplicable, repair the Equl1iment • .J.. In the event of a locution having restricted access, the county will accom11nny tile Shal'JJ Denlel' to lrnve access to tlrn equipment 11s ncetled, You agree to provide meter readings for each Item of Equipment ns we, Sharp, 01' a Sharp Dealer may 1·cquest, You will not make or permit nny alteJ"ations lo tl1e Equipment exee11t ns n11proved by us or pel'fol'med by Shnrp or II Sharp Dealel'.

9. EQUIPMENT OWNERSHIP: You sltall have title to tile Equipment immediately upon delivery and shall be deemed to be the ownel' of Uie Equi1im1mt as long ns you are not In default under the Lcnse, In the l.lvent of default, title to the Equipment shall rcvel't to us free 1tnd clear of any rights ol' interests you may hnve lu the Equipment. Iftl1is document is found not to be a Lease, then you grant us a security interest in the equipment. You also give us the I'ight to immediately file, at no expense, any Unifo1·m Commel'clal Code ("UCC") financing statements 01· related filings and you appoint us your attomey-ln-fact to sign your 111une to any sucl1 filing that wus mnde,

10. EQUIPMENT LOCATION: Yon will keep tile Equipment at tlic addl'CSS shown 011 the Scbedule and you will not allow tile Equipment to be moved from that addl'ess unless you get our prior written consent.
11, TAXES; PERSONAL PROPERTY TAX: Yem agree that you will pay us, when Invoiced, all taxes (including any sales, use, and pel'sonal pl'Operty taxes), fines, Interest and penalties relating to each Lease and the Equipment (excluding tnxcs based ou Olli' netlneome), You agree to file any requh'ed pl.ll'sonal pl'0J>erty tax returns and, ifwe ask, you will provide us witlt proof of payments. We may, but do not have to, contest any tax assessment,

12. INSURANCE: You will bear flac entlrn risk of loss, theft and destrnction of tile Equipment until all amounts due and to become dne undl.lr tile Lease al'e paid in full and the Equipment bas been J"etumed to us In good working order. You will eitl1er: (11) (n1ion our written appl'Oval) self Insure the Equi11ment and elthc1· replace OJ' l'epalr any lost, stolen, dmnaged or destroyed Equipment witl1l11 tl1irty (30) days after tlac occUl'J'CJICe tllercof (wlth clear title to any rcpl11ceme11ts OJ' repah's being transfcl'red to us); or {b) keep the Equipment Insured for Its full replacement value against all types ofloss, including tlteft, and name us or Olli' Assignees 11s loss payee and provide 11nd maintain 1111 acceptable gencl'nl 1mblic liability insurance J>Olicy, or wltl1 our written appl'oval self Insure against general public liability, Ifwc have not aJJpl'oved a self insurance plan and you have not provided acee11table evidence of Insurance, or If you request tl111t we obtain properly insurance for om· interest only we nmy, but will not be obligated to, obtain such lnsurnnce for the loss, damage or destruction of tlie Equipment, and cltal'ge you the lnsurnnce p1·cmiums we mnst pay fo1· such coverage for tile foll tcl'm of the Lease. Tl1ls cost for coverage may be dlffel'ent from your cost to obtain coverage under your own insurance policy. Cover1tge will Include such risk all() deductibles, if any, ns we may request from our insurance pl'ovider. At your sole disc1·etion and expense, you may wish to obtain lnsul'ance coverage f r
om your insurance company for any interest you may have iu tl1e Eqnl11ment or Lease. No loss, tlleft or damage will l'elll.lve you. of any payment obligations under any Lense. 13,) ASSIGMENT: YOU MAY NOT SELL, PLEDGE, TRANSFER, ASSIGN OR SUOLEASE THE EQUIPMENT JlOR THIS AGREEMENT OR ANY SCHEDULE. We may, witliont notifying you, sell, assigu or transfer all or any parts of tllls Agreement, any Scbcdnle and/ol' the Equipment. Any sucl1 assignment, sale, or transfel' will not relieve us of any obligation we may have to you undel' the Lense. Our Assignee (and any s1•bse<111cnt Assignees) will have the snme rights tilat we l1avc, but will not have to perfol'm any ofom· obligations, You agree that you will not assert 1tgai11st tile Assignee nny claims, defensl.ls OJ' set-offs that you m1ty have against us or nny supplier, If you are given notice of an Assignee, yon agree to respond to any requests about tile Lease aud, If directed by us, to pay the Assignee all Lensc payments and othe1· 1tmounts due under the Lease, You agree that if we sell, assign, transfel' this agreement, the new Lessor will ltnvc tlrn saml.l rights and benefits that we now have and will not have to perform any of our obligations. You agree tllat the rights of tile new Lessor will not be subject to any claims, defonses, or set offs tllat you m1ty have against us.

14.) Default; Damages: lfyou. fail to make nny LI.lase payment whcu due or yon arc othel'wise In default ofyoul' duties OJ' obligations m1der any Lease, we may (as Uquidatl.ld damages nnd not as II pcnnlty) accelerate the remaining balance due or to become due under such Lease and demand tlie immediate return oftlie Equipment to us. IF you do not return the Equipment to us witltin (10) dnys of our notice of your default, you will also pay 11 liquidnted Equipment charge equal to our reasonable estimate of the fair_market value of tlic Eq11ipment wl1ich slrnll not be less tlian the anticipated Lease-end residual value of the Equipment. We may also use any remedies available to us under tlrn Uniform Commcl'clal code or any otl1el' applicable law. You agree to pay our attorney fees agreed to be 25% of any outst1tmling balance plu.s 1111 actual costs, Including nil costs of any Equipment rnpossession. You agree that we have no duty to mitigate any damages to us caused by your default. You waive any notice of oul' repossession or dls1iosltlon of the Equipment, Ry repossessing any Equipment, we do not waive onr right to collect the balance due OJ' to become due on any Lease. Our delay or failul'e to enforce our rights nndel' this Agreement or any Schedule will not prevent us f
rom doiug so at a late I' time,

15.) FINANCE LEASE; AMENDMENTS: THIS AGREEMENT AND EACH SCHEDULE IS A "FINANCE LEASE" UNDER THE UNIFORM COMMERCIAL CODE ("UCC").

TIIIS AGREEMENT AND EACH SCHEDULE MAY NOT BE AMENDED EXCEPT IN WRITING, WHICH WE HAVE SIGNED. YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE UNDER UCC 2A-303 AND UCC 2A-508 THROUGH 2A-522, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO; (a) CANCEL THIS AGREEMENT AND EACH SCHIWUtE; unless section K; Tern1ination in RCA-017-23010022 is exercised,(b) REJECT TENDER OF THE EQUIPMENT; (c) REVOKE ACCEPTANCE OF THE EQUIPMENT; (d) RECOVIm DAMAGES FOR ANY BREACH OF WARRANTY; (e) GRANT A SECUJUTY INTEREST IN THE EQUIPMENT; AND (t) MAKE DEDUCI'IONS OR SET - OFFS, FOR ANY REASON, FROM AMOUNTS DUE US UNDER TJIIS AGREEMENT AND EACH SCHEDULE. IF ANY PART OF THIS AGREEMENT AND EACH SCHEDULE IS INCONSISTENT WITH UCC 2A, TIIE TF,RMS OF TIIIS AGREEMENT AND EACH SCHEDULE WILL GOVERN. 16,) GOVERNMENT WARRANTIES: Yon rnpresent and warrnnt tllat: (n) you are a duly organized public body corpol'ate and politic with full JJOWel' and nntlml'ily to enter into and perfol'm your obligations under this Agreement; (b) nil necessul'y actions of your goveming body lrnve been taken aud 11II necessary pl'occduJ"es l1ave been compiled with to give full effect to the execution, delivery and pcl'formance of tllls Agreement; (c) this Agl'eement ls valid binding aud enfol'ceablc according to Its terms; (d) you have budgeted and appropriated sufficient f1111ds to make all Payments nnd meet HII of your other obligations for the current fiscal year and such fnuds have not becu expended for other pul'poses; (c) you will do all things lawfully within your 110wer to obtain and maintain funds for 11aymcnts (including 11roviding for such payments in eael1 budget or appropl'iation request su.bmitted aud adopted), to liave such pol'tlons of budgets or appropriation requests npproved, and t"o exhaust all nvailablc reviews and appeals in the event sucl1 portion of any complied budget or appropl'latlon l'equcst is not 11ppruved; (f) you have complied with all Jlllblic bidding re11uirements ap11llenble to tills Agl'eement and the acquisition of the Equipmeut; and (g) the Equl11ment will be used only by you and only to pel'fol'm essential government or propl'ietal'y functions consistent witll the pel'missibfo scope of your authority. 17,) NON-APPROPRIATION: You intend to remit nnd 1·eason1tbly believe that moneys iu an amount sufficient to l'emlt all Lease payments and other payments can and wlll lawfnlly be 1tp11roprlated aud made available to pcl'mif you I' continued utilization of the Equi11ment and tbe pel'formance of its essential function during the Term, Tl1c pel'son(s) In charge of pre1iarlngyour budget will include in eacl1 ofyonl' fiscal budgets a rc11uest for tile Lease payments to become due hi such fiscal period, We acknowledge that appropriations of moneys for Lease payments is a governmental function which you cannot contractunlly commit youl'self in 1tdvance to pel'form nnd tills agl'eement does not constitute: (i) a multlple fisc1tl yeal' direct OJ' Indirect debt or fhrnncial obligation; OJ' (II) an obligation payable in any fiscal year beyond tlac fiscal year for which funds arc lnwfully appl'oprialed; or (ill) an obligation crenting a pledge of ol' a lien of your tax or general revcuucs. In the event that your governing board docs not appl'ove an nppl'opl'iatlon of funds nt n11y time during tl1e Term for the Equi11me11t subject to the Lease, you shall have the rigllt to return the Equipment to us and terminate the Lease on tile Inst day of the fiscal period fol' whlcb 1tppmpl'latlons were received without J>cnalty or ex11ense to you, except as to the portion ofLease payments for whicl1 funds shall have been ap11ropriated 11ml budgeted. In the event you 1·eturn tile Equ.ipment to us, you will J"emove the Equi11mcnt nud return it to a place designated by us, freight and Insurance pl'C-J>ald, In good working ordel', ordinary wear and tear expected; you will be res110nslble for any damage to tlic Equipment during shipping. At least thh'ty (30) days prior to the end of your fiscal year, your cllief executive office I' (or legal counsel) shall certify In w1•iting tllat (n) funds have been appl'op1i1tted fol' the fiscal period, and (b) you have exllausted all funds legnlly available fol' the payment of Lease payment.�. You nckuowledge and agree Uiat this 11011-appl'Opl'iation provision is not intended to be used ns a .�ubstitute fol' convenience termination nor for the purpose of replacing the Equipment with other substantially ide11tical property, To the extent permitted by applicable lnw, you acknowledge 1111d agree not to utilize the no11-a1ipropri11tio11 provision for sucl1 pul'poses. 18,) SA VINOS: If any provision oftl1is Agreement or any Schedule is unenforceable, invalid or illegal, the remaining provisions will continue to be effective, If a Lease provides fol' a 10% OJ' $1.00 purchase option, each I,cusc payment iucludes a pl'i11cl1rnl component based on to Equipment cost and 1111 intel'est component. Tlic Equipment cost is the Rent divided by the Lease Rate Factor. Tile portion of the Rent tllat constitutes interest can be determined by applying to the E<Jnipment cost the rate which will amortize tile Equipment cost down to the purchase 011tion amount by payment of the Rent. The lease charge rate cau also be cnleulated using tile sum of the 1!:quipmcnt Cost as tile present vahie, the purchase option amount as the future value, the LI.lase payment ns the payment nm! the Lease Term as the term. The lease chal'ge rate may be higher than tile actual annual intel'est r1tte because of the amortization of cel'taln, expenses and fees incUJ"l'ed by us, If Lessee ls located in Geol'gla, Mal'ylm1d, New Ham11shire, New Mexico, or Wisconsin: Ifa Lease 111·ovldcs for a 10% 01· $1,00 Purclmse O1ition, each Lease payment Includes a payment of principal aud lnterc,�t based on the Equipment Cost, and the Lease Rnte, Tlie Equipment cost is the present vnlue of the Lease payment discounted nt the Lease Rate ovel' the Lease Term. We both intend to comply with all appllc11blc laws. If It Is determined that you I' payments under 11 Lease result in an Interest payment bighllr tllan allowed by npplicnble law, then any excess Interest collection will be applicable law, tllen any excess interest collected will be applied to the repayment of principal and intel'est will be charged 11t the higlacst rate allowed by law. In no event will we chal'ge or l'ecelve or will you p1ty any amounts in excess of the legal amount. 19,) MERGER: TUE ABOVE TERMS AND CONDJTJONS RF.PRESENT AND MERGE ALL THE TERMS l)pNDI' b'ITO THIS AGREEMENT. NEITHER THIS AGIUmMENT NOR ANY SCHIWUl.,E MAY BE MODIFIED OR ALTERED EXCEPT IN WRITING AND SIG ED BY ON OF OUR OFFICERS. � � ft.ft �SIGNER'S INITIALS (REQlJIH.ED) DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 141 8/4/2026
DocuSign Envelope ID: 76D14AB2-9F4A-4DCF-91 EC-97E053923777 DEALER:
(Full Legal Name)
(Street Address)

MUNICIPAL SCHEDULE
(To Lease, Cost-Per-Copy, or Rental)
LESSEE/ RENTER:
(Full Legal Name)
(Street Address)
Schedule#
Master Agreement#
(City) (State) (Zip Code) (City) (State) (Zip Code)
(Phone) (Contact Phone) (Contact Name)
Eouinment Descriotion Lease Only
Quantity Model No. Description Serial No. Equipment Service Monthly Lease Payment Pavment(A) Pavment /B) /A+Bl
Totals
*ADDITIONAL PROVISIONS: We will not be re.sponstble to provide you with any mamtenance, service, and/or supphes. Lessor ts authonzed to add VIN/Sena! Numbers later when available.
/FOR ADDITIONAL UNJTS ATTACH ADDITIONAL EOUJPMENT SCHEDULES. PAYMENTS ARE EXCLUSIVE OF TAX) TRANSACTION TERMS:

TERM: MONTHS@ $.00 (Plus tax) Per Month
PURCHASE OPTION: (Applies To Lease Only) _$1.00 Buyout
Equipment Location if different from Lessee/ Renter address above:
-'--- Advance Payment
___ Security Deposit $.00
The First navment, when annlicable will be due on the "Commencement Date." Additional navments will be due on the same date of each following billing oeriod.

IMPORTANT: READ BEFORE SIGNING.

TUE TERMS OF THIS SCHEDULE "INCLUDING THOSE IN THE MASTER AGREEMENT" SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WllITING ARE 1!:NFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRlTTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU CERTIFY THAT ALL THE

INFORMATION GIVEN IN THIS SCHEDULE AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THIS SCHEDULE WAS SIGNED. THIS SCHEDULE INCORPORATES ALL TI-IE TERMS AND CONDITIONS IN THE MASTER AGREEMENT IDENTIFIED ABOVE. EACH SCHEDULE IS NOT CANCELABLE unless section K; Termination inRCAw017w23010022 is exercised.

ACCEPTED BY: PROPOSED BY:

LESSOR/ RENTOR: LESSEE / RENTER:
(Full Legal Name)
DY: llY: X
TITLE: Title:

DATE: DATE: FED TAX ID#:

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 142 8/4/2026
DocuSign Envelope ID: 76O14AB2-9F4A-4DCF-91 EC-97E053923777

CERTIFICATION OF AUTHORITY TO SIGN GOVERNMENTAL LEASE
Re: Municipal Lease Agreement dated
Between
For --------------------------- Lease#
, Lessor
, Lessee
(The LEASE)
The undersigned hereby certifies that he/she has signed the LEASE; that he/she had, and continues to have, full power and authority to do so, and that he/she has followed all required administrative procedures and has complied with all legal or other provisions necessary to ensure that the LEASE is a legal and binding obligation of the LESSEE.

Date of this certification:

Lease Signatory: Signature X
Name
Title
Attesting Official: Signature X
Name
Title
Please sign this document in the presence of a notary to confirm signatures. The notary may sign in the space below. If no notary is available each above signor may provide a photocopy of his/her driver's license. This is a legal document, which confirms your signatures and does NOT personally obligate you for the lease payments.

Signed before me on this ____ day of ---------- ,20_.
(Stamp)
Signature of Notary
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 143 8/4/2026
DocuSign Envelope ID: 76D14AB2-9F4A-4DCF-91 EC-97E053923777

LESSEE RESOLUTION
Re: Municipal Lease Agreement# __ dated as of __ � between __________ (Lessor) and ________ (Lessee) and Schedule No. __ .

At a duly called meeting of the Governing Body of the Lessee (as defined in the Agreement) held on -----� 20_ the following resolution was introduced and adopted:

BE IT RESOLVED by the Governing Body of Lessee as follows:

1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described on Equipment Schedule A of Municipal Schedule No. _ to the Municipal Lease Agreement#, ___ dated as of---� between __________ (Lessee) and __________ (Lessor).

2. Approval and Authorization. The Governing Body of the Lessee has determined that the Agreement and Schedule, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment, and the Governing Body hereby approves the entering into of the Agreement and Schedule by the Lessee and hereby designates and authorizes the following person(s) to execute and deliver the Agreement and Schedule on Lessee's behalf with such changes thereto as such person(s) deem(s) appropriate, and any related documents, including any Escrow Agreement, necessary to the consummation of the transaction contemplated by the Agreement and Schedule. ____________ is authorized to enter into the lease/purchase financing with Lessor to finance their _________ for months.

Authorized lndividual(s):
(Printed or Typed Name and Title of individual(s) authorized to execute the Agreement)

3. Adoption of Resolution. The signatures below from the designated individuals from the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution.

By:
(Signature of Secretary, Board Chairman or other member of the Governing Body) Print Name: ____________________ Title:. _______________ _ (Print name of individual who signed directly above) (Title of individual who signed directly above) Attested By:
(Signature of one additional person who can witness the passage of this Resolution) Print Name: ____________________ Title:. _______________ _ (Print name of individual who signed directly above) (Title of individual who signed directly above) DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 144 8/4/2026
DocuSign Envelope ID: 76014AB2-9F4A-4DCF-91 EC-97E053923777

REQUEST FOR CERTIFICATE OF INSURANCE
(THIS FORM IS PROVIDED FOR TIIE LESSEE TO APPROVE AND FORWARD TO OWNER) TO: Customer's Insurance Agent Description of item(s) to be insured:

Name of Arrencv: X
Arrent: X
Address: X
Phone Number: X
Fax Number: X
Insurable Value: $ ____ _
We have entered into a Lease Agreement with Lessor _________ and its assigns for the above-described item(s).

This is a "NET" Lease and we are responsible for the insurance. The insurance policy must include a provision for the following requirements:

COMPREHENSIVE GENERAL LIABILITY/PROPERTY DAMAGE COVERAGE:

PLEASE SHOW AS ADDITIONAL INSURED AND LOSS PAYEE ON THE CERTIFICATE OF INSURANCE. ALSO, $1,000,000.00 OF LIABILITY COVERAGE JS REQUIRED FOR ALL MOTOR VEHICLES.

I authorize the above agent to immediately place the insurance coverage required for the described item(s). Please issue a binder of insurance to the above named Additional Insured and Loss Payee by return mail and place it with the original insurance policy or endorsement within 30 days.

This Certificate should indicate the following: "It is agreed that Lessor ________ and its assigns will be notified in writing 10 days prior to cancellation or other material change in the conditions of this policy". *LEASE NUMBER: ___ _
*Please reference the lease number (above)
on the Insurance Certificate. Also, fax &
mail the original to the fax number & address listed above Signature of
Title
DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 145 8/4/2026
DocuSlgn Envelope ID: 76D14AB2-9F4A-4DCF-91 EC-97E053923777 Sharp Order#: ____ _
Date:

Lease#:

NOTICE OF INSTALLATION
Installing Dealer: Customer Installation Location:

Contact Person Telephone Contact Person Telephone
Please complete this form upon installation of all equipment noted below. After signature by the customer acknowledging installation, the Dealer is to sign Page 1 of this form and promptly mail all pages to:

Lessor
Method of Acquisition: Purchase (Install)

EQUIPMENT DESCRIPTION
Quantity Model Dcscri11tio11 Inst, Date Install Serini No, Meter Reading The Undersigned has: J. Received in good condition and accepted all Sharp Electronics products listed above;

2. Verified the serial numbers listed above;

3. Verified that the copier starting meter reading is correct.

Customer Acceptance: __________ _ Installation Date:

Print Customer Name:

Title: Date: Installing Dealer:

DocuSign Envelope ID: 23D5551C-857B-495B-BAAA-3F77C3713E65 City Council 16 – 146 8/4/2026
Parks, Recreation, and Community Services
www.santa-ana.gov/parks
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 4, 2026
TOPIC: Carnival Services

AGENDA TITLE
Agreement with The Pumpkin Factory, LLC for Carnival Services (Specification No. 26- 017) (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with The Pumpkin Factory, LLC to provide Carnival Services for a term beginning August 4, 2026 and expiring July 31, 2027, with provisions up to four (4), one-year extensions (Agreement No. A-2026-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Fiestas Patrias event is the City’s most anticipated celebration with thousands of visitors attending each year. Celebrating each culture though food and performances are integral parts of the festivities. Another key component to this celebration are carnival rides that residents have come to enjoy each year. Parks, Recreation, and Community Services Agency (PRCSA) recreational staff recognized the need to continue providing carnival rides to the Fiestas Patrias events and sought out a vendor to fulfill this need.

Request for Proposals (RFP) No. 26-017 was issued on February 26, 2026 on the City’s online bid management and publication system. A summary of vendor participation and results is as follows:
335 Vendors notified
21 Santa Ana vendors notified
24 Vendors downloaded the RFP packet
2 Responsive proposals received
0 Responsive proposals received from Santa Ana vendors
Proposals were solicited, opened on March 26, 2026, and evaluated. Two proposals were received by the RFP deadline and were determined to be responsive to the specifications and met the City's requirements. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP.

City Council 17 – 1 8/4/2026
Carnival Services
August 4, 2026

The Pumpkin Factory, LLC’s proposal illustrated a cohesive and consistent team dedicated to providing the best experience in carnival rides. They bring a lengthy history of providing carnival rides throughout Southern California with a large variety of games and rides on offer. The City has also previously worked with the vendor on 2025’s Fiestas Patrias event. Their demonstrated expertise and focus on safety relay a strong commitment to ensuring Santa Ana residents have an enjoyable experience.

Staff recommends awarding an agreement to the highest-ranked firm, The Pumpkin Factory, LLC. The firm has been deemed the best in safety and entertainment. The City will collect 35% of all ticket revenue that is generated through ticket sales for the carnival rides and games provided.

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

FISCAL IMPACT
The agreement will generate revenue to the City through the sum of thirty-five (35%) of gross ticket sales for the event. The fees charged from the agreement will be deposited into the General Fund Revenue Account 01113002-57010.

EXHIBIT(S)

1. Agreement with The Pumpkin Factory, LLC
Submitted By: Kathryn Downs, Assistant City Manager
Timothy Pagano, Deputy Director of Parks, Recreation, and Community Services Agency
Approved By: Alvaro Nuñez, City Manager
City Council 17 – 2 8/4/2026
City Council 17 – 3 8/4/2026
City Council 17 – 4 8/4/2026
City Council 17 – 5 8/4/2026
City Council 17 – 6 8/4/2026
City Council 17 – 7 8/4/2026
City Council 17 – 8 8/4/2026
City Council 17 – 9 8/4/2026
City Council 17 – 10 8/4/2026
City Council 17 – 11 8/4/2026
City Council 17 – 12 8/4/2026
City Council 17 – 13 8/4/2026
City Council 17 – 14 8/4/2026
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Police Department
www.santa-ana.gov/pd
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 4, 2026
TOPIC: Modular Simunition Training House

AGENDA TITLE
Purchase Order to Unhinged LLC for Modular Simunition Training House (Specification No. 26-064A) (Non-General Fund – U.S. Dept. of Treasury Asset Forfeiture Funds)

RECOMMENDED ACTION
Authorize a Purchase Order to Unhinged LLC for Modular Simunition Training house in an amount not to exceed $98,891.

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Santa Ana Police Department (SAPD) provides training to SAPD personnel and law enforcement professionals from outside jurisdictions at the Centennial Regional Training Center. To further enhance training quality, decision-making, and de-escalation capabilities, SAPD is seeking to procure a Modular Simunition Training House. The structure will be installed within an existing steel training facility already located on site.

This proposed procurement strengthens officer safety and complements the training programs currently offered by the Department.

Request for Proposals (RFP) No. 26-064A was issued on June 1, 2026, on the City’s online bid management and publication system. A summary of vendor participation and results is as follows:
104 Vendors notified
8 Santa Ana vendors notified
45 Vendors downloaded the bid packet
4 Responsive Bids received
0 Responsive Bids received from Santa Ana vendors
Proposals were solicited, opened on June 30, 2026, and evaluated. Four proposals were submitted by the RFP deadline and were determined to be responsive to the City Council 18 – 1 8/4/2026
Modular Simunition Training House
August 4, 2026

specifications and met the City’s requirements. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP.

Staff recommends awarding the purchase order to Unhinged LLC. The selection of Unhinged LLC is based on the established scoring criteria, including cost, qualifications, capabilities and experience, technical approach and methodology, training structure design and functionality, and implementation schedule and delivery capacity. A rendering of a modular simunition training house layout is shown in Exhibit 1.

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

FISCAL IMPACT
Funding is available in the current year budget in the following account:

Fiscal
Year
Accounting Unit
– Account No. Fund Description
Accounting Unit
– Account No.

Description
Amount
FY 26-27 16714455-66400 U.S. Dept. of Treasury
Asset Forfeiture
Machinery &
Equipment $98,891

EXHIBIT(S)

1. Modular Simunition Training House Layout
Submitted By: Robert Rodriguez, Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 18 – 2 8/4/2026
EXHIBIT 1
City Council 18 – 3 8/4/2026
Police Department
www.santa-ana.gov/pd
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 4, 2026
TOPIC: Physical Health and Wellness-Related Services

AGENDA TITLE
Agreement with O2X Human Performance, LLC to Provide Physical Health and Wellness-Related Services to the Santa Ana Police Department (Specification No. 26- 082) (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with O2X Human Performance, LLC to provide physical health and wellness-related services to the Santa Ana Police Department for a term beginning September 1, 2026 and expiring August 31, 2027, with provisions for three (3), one (1)-year extensions, in a total amount not to exceed $867,789 (Agreement No. A-2026-XXX).

GOVERNMENT CODE §84308 APPLIES: No

DISCUSSION
In September 2025, the Santa Ana Police Department (SAPD) received authorization to enter into a one-year agreement with O2X Human Performance, LLC (“O2X”) to provide on-site physical health and wellness services from September 1, 2025 to August 31, 2026.

O2X Human Performance specializes in providing full-time, in-house athletic and/or strength and conditioning trainers who help employees prevent and recover from injury.

These trainers help employees develop and maintain functional fitness and/or exercise routines designed to “maximize durability via conditioning and injury risk reduction practices.” Additionally, trainers offer on-demand, in-house physical therapy sessions to injured employees, helping them return to full-duty status more quickly.

Since the implementation of the program, O2X has provided Santa Ana Police Department personnel with rehabilitation support for both acute and cumulative trauma injuries, as well as conditioning and strength-training programs designed to prevent injuries and enhance long-term physical readiness. From September 1, 2025 through City Council 19 – 1 8/4/2026
Physical Health and Wellness-related Services
August 4, 2026

May 31, 2026, 187 employees utilized O2X rehabilitation and wellness services.

Additional employees benefited from 24 group education workshops and support during 37 training events. O2X reported a total of 2,766 service encounters with SAPD personnel, 238 of which were return-to-duty sessions. Through early intervention, injury prevention, and recovery support, the program has helped participating employees reduce injury-related absences, recover more quickly, and remain available for duty.

A review of workers’ compensation data before and after the implementation of the O2X program indicates a substantial reduction in total paid costs and workdays lost. From September 1, 2024 through May 31, 2025, total paid workers’ compensation costs were $2,727,833, with 3,926 workdays lost. During the same time period following implementation of the O2X program (September 1, 2025 through May 31, 2026), total paid workers’ compensation costs decreased to $1,376,970, and workdays lost declined to 2,540. This represents a 50% reduction in total paid workers’ compensation costs and a 35% reduction in workdays lost.

Although these improvements cannot be attributed solely to O2X, the significant yearover-year reductions in both total paid workers’ compensation costs and lost workdays indicate that the O2X program is having a meaningful positive impact on employee wellness, recovery, and overall workers’ compensation outcomes within the Department. The reduction in workers’ compensation expenditures exceeds the annual cost of the program.

Santa Ana Municipal Code, Section 2-807(d), authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The City of Berkeley’s contract with O2X Human Performance for physical health and wellness related service was awarded as a result of open, competitive bidding, and meets the City’s requirement. The City of Berkeley master contract has a term set to expire on February 8, 2028 with provisions for five (5), two (2) year renewal options. City of Santa Ana’s optional renewals will be conditional on the master agreement renewals.

Staff recommends awarding an agreement with O2X Human Performance, LLC (Exhibit 1). Staff researched available procurement options and service offerings in the market and determined that O2X Human Performance is uniquely qualified to provide all of the services outlined in the attached/proposed service agreement, specifically a robust health and wellness program that combines physical health, nutrition, sleep management, injury prevention, stress management, and cancer prevention components. Unique attributes include: 1) an integrated platform, 2) proprietary technology, 3) customization and scalability, 4) proven track record, and 5) cost efficiency.

The agreement incorporates a $25,000 discount, made possible through a Building Homes for Heroes (BHFH) grant awarded directly to O2X. This discount will offset a portion of the program costs only during the 2026-27 contract term (Year 1) and is City Council 19 – 2 8/4/2026
Physical Health and Wellness-related Services
August 4, 2026

contingent upon the implementation of this agreement in the third quarter of 2026.

Factoring in this discount, the net cost to the City for the first year will be $190,000.

Discounts are not expected for years two, three, or four.

Each optional one-year extension will include an annual price adjustment of 2.5% over the preceding year’s contract amount, exclusive of any discounts. Expected costs for subsequent years are as follows:
• Year 2 (2027-28): $220,375
• Year 3 (2028-29): $225,884
• Year 4 (2029-30): $231,530
Extensions will be contingent on an annual review of workers’ compensation-related costs, days lost, employee satisfaction, and available funding.

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

FISCAL IMPACT
Funding is available in the current FY 2026-27 budget and funding for subsequent fiscal years will be included in proposed budgets for City Council consideration:

Fiscal
Year
Accounting Unit
– Account No.

Fund
Description
Accounting Unit –
Account No. Description Amount
FY 26-27 12814407-62300
Law
Enforcement
Grants
SLESA, Contract
Services-Professional $158,333
FY 27-28 12814407-62300
Law
Enforcement
Grants
SLESA, Contract
Services-Professional $215,313
FY 28-29 12814407-62300
Law
Enforcement
Grants
SLESA, Contract
Services- Professional $224,966
FY 29-30 12814407-62300
Law
Enforcement
Grants
SLESA, Contract
Services- Professional $230,589
FY 30-31 12814407-62300
Law
Enforcement
Grants
SLESA, Contract
Services- Professional $ 38,588
Total $867,789
The total compensation amount to be paid by the City is reduced by $25,000 in FY 26- 27 by the BHFH grant funds that O2X will apply as a one-time discount to the first year of the contract.

City Council 19 – 3 8/4/2026
Physical Health and Wellness-related Services
August 4, 2026

EXHIBIT(S)

1. Agreement with O2x Human Performance
Submitted By: Robert Rodriguez, Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 19 – 4 8/4/2026
EXHIBIT 1
City Council 19 – 5 8/4/2026
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City Council 19 – 9 8/4/2026
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City Council 19 – 14 8/4/2026
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City Council 19 – 37 8/4/2026
Police Department
www.santa-ana.gov/pd
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
August 4, 2026
TOPIC: Police Rotational Towing and Storage Services

AGENDA TITLE
Agreements with B&D Towing, Inc., Greater Southern California Towing, Inc., MetroPro Road Services, Inc., and Standard Enterprises, Inc. dba TO’ and MO’ Towing for Police Rotational Towing and Storage Services (Specification No. 26-057) (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with the following vendors for an initial one-year term from September 1, 2026 through August 31, 2027, with provisions for four, one-year renewal options to provide police rotational towing and storage services on an as-need basis (Agreement Nos. A-2026-XXX):

Vendor Location
B&D Towing, Inc. Santa Ana, CA
Greater Southern California Towing, Inc. Santa Ana, CA
MetroPro Road Services, Inc. Costa Mesa, CA
TO’ and MO’ Towing Santa Ana, CA
GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Santa Ana Police Department routinely encounters the need to have vehicles towed or stored for a variety of reasons, depending upon private sector partners skilled in the area of towing operations to accomplish this objective. The City currently contracts with four tow companies to provide necessary towing services on a rotational basis. Towing services may include, but are not limited to: towing vehicles from public or private property at the direction of Police employees, owner’s request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean-up and removal, recovery services, and administrative oversight of vehicles in the custody of the contractor.

A new procurement process was initiated since all current tow agreements will terminate on August 31, 2026.

City Council 20 – 1 8/4/2026
Police Rotational Towing and Storage Services
August 4, 2026

Request for Proposals (RFP) No. 26-057 was issued on May 5, 2026 on the City’s online bid management and publication system. A summary of vendor participation and results is as follow:
282 Vendors Notified
36 Santa Ana vendors notified
20 Vendors downloaded the RFP packet
5 Responsive proposals received
4 Responsive proposals received from Santa Ana vendors
Proposals were solicited, opened on June 2, 2026, and evaluated. Five proposals were submitted by the RFP deadline and were determined to be responsive to the specifications and met the City's requirements. An evaluation committee reviewed and rated the proposals according to the criteria listed in the RFP.

Staff recommends awarding agreements to B&D Towing Inc., Greater Southern California Towing Inc., MetroPro Road Services, Inc., and TO’ and MO’ Towing (Exhibits 1-4).

Based on the operational needs of the Santa Ana Police Department, companies that achieved a score of 95 points or higher during the evaluation process were considered.

This threshold ensures that the selected vendors have demonstrated the highest level of qualifications, experience, and ability to meet the Department’s service expectations.

Additionally, the current model utilizing four tow companies has proven to be effective and efficient in meeting the City's towing demands, maintaining response times, and ensuring quality service.

Local Outreach Efforts
The Purchasing Division advertised this project on the City’s online bid management and publication system, which directly notified 36 Santa Ana vendors. Additionally, Purchasing staff performed supplemental outreach by personally contacting recommended local vendors by telephone and email to notify them of the bidding opportunity, provide registration instructions, and other general information about the bidding process. Twenty vendors downloaded the RFP and four submitted a bid for consideration.

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

FISCAL IMPACT
City Council 20 – 2 8/4/2026
Police Rotational Towing and Storage Services
August 4, 2026

Storage Vehicle Release fees will be deposited in the General Fund Vehicle Release Charge revenue account (no. account 01114002-53400). Towing fees are paid directly to the tow companies by the vehicle owner.

EXHIBIT(S)

1. Agreement with B&D Towing, Inc.

2. Agreement with Greater Southern California Towing, Inc.

3. Agreement with MetroPro Road Services, Inc.

4. Agreement with TO’ and MO’ Towing
Submitted By: Robert Rodriguez, Police Chief
Approved By: Alvaro Nuñez, City Manager
City Council 20 – 3 8/4/2026

SERVICE AGREEMENT

ROT ATIONAL TOW PROVIDER
THIS AGREEMENT is made and entered into on tis 4th day of August, 2026 by and between B&D Towing, hic., a California corporation, (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City").

RECIT ALS
A. On May 5, 2026, the City issued a Request for Proposal No. 26-057 ("RFP"), by which it sought proposals for police rotational towing and storage services B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide services described in the scope of work that was included in the RFP. The RFP is referenced herein as if incorporated in full.

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

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

1. SCOPE OF SERVICES
Contractor shall provide vehicle towing and storage service at the request of the Santa Aria Police Department, on a rotational basis, in accordance with the terms and conditions set forth in the Scope of Service, attached hereto as Exhibit A and incorporated by this reference. The City intends to contract with several tow companies to provide necessarytowing services on a rotational basis, towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner's request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean-up and removal, recovery services and administrative oversight of vehicles in the custody of the Contractor.

2. COMPENSATION
a. The parties intend that towing and storage fees will be paid by the vehicle owner at the rates and charges set forth in Contractor's then current and approved fee schedule, attached as Exhibit B and incorporated by this reference. b. When Contractor provides services chargeable to the City as set forth in Exhibit A, the Contractor shall submit a monthly invoice by the I 5th of the month to the City for any such services rendered in the prior month, if applicable, The invoice shall include all Page l of 9
EXHIBIT 1
City Council 20 – 4 8/4/2026
infoimation enumerated in California Vehicle Code ("CVC") §22651.07(e) and include the following infoimation:
i. Contractor's invoice number
ii. Santa Ana Police Department's case number
c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance for professional towing services or in accordance with the standards set forth in this agreement. d. City imposed storage fees received by the contractor shall be remitted to the City by the 15th of each month for any and all vehicles released during the prior month. A veicle release report, which reconciles the veicles released by the contractor, will also accompany the payment to the City. Payments shall be remitted to:

Santa Ana Police Department
Attention: Det. Sgt. Ricardo Diaz - Traffic Division
60 Civic Center Plaza
Santa Aria, CA 92702
e. Adjustments to the Towing and Storage Fee Schedule
The Police Rotational Tow Manager or his designee shall examine the towing and storage rates authorized in accordance with this agreement on an annual basis. The Program Manager may adjust the annual towing and storage rates based on the most recent statistics, as follows: the two indices which will be used for determining adjustments to the towing and storage fee schedule shall be the prior twelve (12) months, reporting month. December, Consumer Price Index (CPI) for All Urban Consumers for Los Angeles-Anaheim-Riverside Consolidated Metropolitan Statistical Area, published by the United States Department of Labor's Bureau of Labor Statistics or any relevant successor for the Orange County area, and the twelve (12) month December Producer Price Index for Petroleum (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90%) percent and PPI shall be weighted at ten (10%) percent.

However, fee adjustments will only be made if justified and shall occur at the sole discretion of the Chief of Police based on recommendations from the Police Rotational Tow Program Manager.

3. TERM
This Agreement shall commence on September 1, 2026 and continue for a one (l) year term until August 31, 2027, with the option for the City to grant up to four (4) one (l) year extension(s), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below

4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an

City Council 20 – 5 8/4/2026
independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. INSURANCE
Insurance requirements are attached hereto as Exhibit C.

6. HOLD HARMLESS/INDEMNIFICATION
To the fullest extent permitted by law, Contractor shall indemnify, defend and hold hartnless City, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under tis Contract (including, without limitation, defects in workmanship and/or materials) or Contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its pr'u'icipals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, notg herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor.

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

City Council 20 – 6 8/4/2026
(3) years from the date of final payment to Contractor under this Agreement.

8. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infoimation of like importance, but in no event less than reasonable care. "Confidential Infomiation" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by tis Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

9. CONFLICT OF INTEREST CLAUSE
a. Contractorcovenantsthatitpresentlyhasnointerestsandshallnothaveinterests,direct or indirect, wich would conflict in any manner with performance of services specified under tis Agreement.
b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution
d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement.

The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.

City Council 20 – 7 8/4/2026
e. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City fiinds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above.

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

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

12. ASSIGNMENT
a. Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void.
a. Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for irnrnediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process.

13. TERMINATION
a. The City reserves the right to immediately terminate the contract, without penalty, for cause.

City Council 20 – 8 8/4/2026
b. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. If possible, the Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely maru'ier, City may terminate the Agreement forthwith by giving written notice to Contractor' s Project Manager, The City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default.

C. As described in Exhibit A, concerning the investigation and disposition of violations, the City may terminate this agreement immediately for cause if it has been determined by the Traffic Commander, with concurrence from the Field Operations Bureau Commander, that the Contractor has committed rule violations associated with tis agreement, or has committed violations of the law, and termination of the contract is deemed to be the appropriate disposition. d. This agreement may be terminated without cause by City by written notice delivered to the Contractor either personally or by mail, thirty (30) days prior to the end of the then current term. Upon termination, City shall pay Contractor for services rendered as specified in the Agreement prior to the effective date of termination.

14. CONTRACTOR OPTION FOR TERMIINATION
The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event of nonpayment by the City. Such request will require ninety (90) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach.

15. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS
Contractor shall make every effort to solicit and advertise employment opportunities to Santa Aria residents, The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Contractor shall provide to City, a description of efforts and procedures used to notify residents of employment opportunities as they occur but, at a minimum, once each year prior to the City exercising its option to extend the contract.

City Council 20 – 9 8/4/2026

16. CONTRACTOR' S PARTICIPATION AT COMMUNITY MEETINGS EVENTS

AND PUBLIC AWARENESS CAMPAIGNS
If requested by City, the Contractor shall agree to participate in community meetings, community events and public awareness campaigns, such as National Night Out, DUI presentations or any other neighborhood or City event. Such participation shall be upon City request provided with reasonable notice of the event. Such events will not exceed four (4) requests per year.

17. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the perfoimance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract.

18. FINES
The Contractor shall be liable for all violation fines levied against the City by any Federal, State or local agency, including but not limited to the Air Quality Management District (AQMD), and the Regional Water Quality Control Board, due to the action or failure to act by Contractor.

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

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

21. PROFESSIONAL LICENSES
Contractor shall, throughout the teim of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of

City Council 20 – 10 8/4/2026
Santa Aria and all other governmental agencies. Contractor shall notify the City itnrnediately and in writing of its inability to obtain or maintain such peimits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

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

To City:

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

Chief of Police
City of Santa Aria
60 Civic Center Plaza
Santa Ana, California 92702
Fax: 714-245-8190
Traffic Division
City of Santa Ana
Santa Aria Police Depaitment
Attn: Traffic Commander
60 Civic Center Plaza
Santa Aria, CA 92702
Fax 714-245-8190
City Attorney's Office
City of Santa Ana
Attn: Police Legal Advisor
20 Civic Center Plaza
Santa Aria, CA 92702
Fax (714) 647-6515
To Contractor:

B&D Towing, Inc.

Attn: Efrain Davalos, President
1502 N. Susan St.

Santa Aria, CA 92703
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City Council 20 – 11 8/4/2026
City Council 20 – 12 8/4/2026

EXHIBIT A

SCOPE OF SERVICES
City Council 20 – 13 8/4/2026

CITY OF SANTA ANA

EXHIBITA

SCOPE OF SERVICES

SCOPE OF SERVICES
A consultant hired pursuant to this RFP shall be responsible for Police Rotational Towing and Storage Services with the Santa Ana Police Department, as outlined in the SAMC § 32-107. The successful Contractor(s) must agree to perform all services as outlined herein within the corporate city limits of the City of Santa Ana or any other jurisdiction as directed by a member of the Santa Ana Police Department.

IMPLEMENT ATION
A. The selected Contractor(s) will collectively assume responsibility for all towing and storage needs, and all other related functions as described in the RFP, for the Santa Ana Police Department on a rotational basis.

B. The Contractor shall ensure that all employees working on this project meet the minimum personnel and training standards identified herein. In addition, the Contractor should include a list of additional training provided to the Contractor's staff demonstrating proficiency and excellence in the field.

C. City Staff shall have the right to modify, reduce or delete rotational tow services and remove contract personnel with prior notice to Contractor.

The Contractor shall provide sufficient personnel and equipment, but in no case less than the minimum required, to carry out the duties contained in this RFP within specified timelines.

USE OF ROTATIONAL TOW LIST
A. CRITERIA AND RULES FOR USE BY POLICE EMPLOYEES
The City agrees to utilize the rotational tow list for all service requests initiated by members of the Santa Ana Police Department except where provided for in this agreement. Therefore, the City agrees to operate under the following policy guidelines unless reasonably necessary to deviate due to exigent or unforeseen circumstances:

1. Wheneverthedriverorownerspecifiesaparticularclub,associationortowservice to care for his/her vehicle, the garage or tow service requested shall be called and such calls shall not constitute a rotational tow call.

2. When a driver does not specify a particular garage or tow service, the garage or City Council 20 – 14 8/4/2026

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tow service called shall be taken from the rotational list in numerical order. When more than one vehicle is to be towed from a collision scene and the drivers do not specify a preference, the rotation list shall be followed on the basis of one tow truck for each vehicle utilizing the numerical rotational order. The rotation list shall be followed on a per vehicle basis rather than per collision or call for service. When multiple Contactors are called to the same incident, the distribution of vehicles shall be determined by the police officer at the scene.

3. If the eligible Contractor does not answer the telephone or acknowledge the call via a software dispatch system, is unable to respond, unable to perform the required services, refuses to respond or provide the requested service, or is cancelled due to an excessive response time, that company shall be passed over and shall not be eligible until the Contractor comes up on the rotation list again.

4. It shall be the responsibility or the Contractor to notify the Police Department iTit is unable to respond within the required time limit or with the appropriate equipment for the type of service requested.

5. If it is determined, the Contractor is not needed and is cancelled by the Police Department or the vehicle owner, the Contractor shall be placed back on top of the rotation list and no charge shall result from the call.

6. The rotation list shall be used on occasions where an officer stores or impounds a vehicle and the driver or owner is not consulted or is not present.

7. All employees of the Police Department are specifically prohibited from soliciting or recommending any garage or tow service, either directly or indirectly. All officers are directed to ascertain from the party in charge of the vehicle as to their preference of a towing agency. A request of "no preference" by the person in charge will be relayed to dispatch by the officer and will result in a call to the Contractor that is next up on the rotation list.

B. REPORTING PROCEDURES

1. All officers requesting a tow truck from the rotational list for the towing, storing or impounding of a vehicle shall complete the Santa Ana Police Department storage/impound form when required by Departmental policy or procedure. The form shall be signed by both the officer and the driver of the tow truck. A copy of the Santa Ana Police Department storage/impound form shall be given to the tow truck driver prior to the vehicle being towed from the scene.

IV. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES
A. WORKING HOURS AND RESPONSE TIMES

1. All services under this contact shall be available 24-hours per day, seven (7) days per week, 365-days per year without exception.

2. The Contractor shall also make reasonable accommodations for its personnel to City Council 20 – 15 8/4/2026

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attend meetings with City staff from the Police Department, City Attorney's Office or any other City Agency as required by the Project Manager.

3. The Contractor shall be required to have a dispatcher on-duty 24-hours per day with the capability to communicate instantly with all trucks and/or drivers assigned to this project.

4. All requests for tow services shall be acknowledged or refused within three (3) minutes by the Contractor's dispatcher.
a. A 20-minute response time is required for tow requests requiring a Class A tow truck.
b. The Contractor shall be required to comply with this requirement by providing appropriate staffing levels and, if necessary, strategically staging personnel during peak traffic times to allow drivers sufficient time to arrive while complying with all traffic laws and regulations in their response to service requests.
c. For any request requiring a Class B, C or Class D tow truck, the Contractor shall have the necessary equipment on scene within 45 minutes of notification by the Police Department's Communications Division if a Department employee identifies the need for such equipment or when determined by the Contractor's employee affer responding to the scene and assessing the situation.

5. The Contractor shall be required to have a minimum of one (1) driver on duty 24- hours per day, seven (7) days per week. In addition, the Contractor shall have at least one (1) other driver on-call or stand-by.
a. The contractor is expected to have a Class A, B, C, and D driver available at all times.
b. Contractor is expected to have a Class A, B, C, and D tow truck available at all times.

B. CONTRACTOR AND PROJECT MANAGEMENT REQUIREMENTS

1. The Contractor shall furnish all personnel necessary to fulfill the obligations of this RFP.

2. A list identifying the names of all personnel assigned to work on this project on behalf of the Contractor shall be provided to the City's Project Manager or designee. This information shall include the name, date of birth, driver's license number, social security number, business and residence addresses, the Contractor's Project Manager and secondary supervisor, and all tow truck operators working pursuant to this agreement.

3. The Contractor shall identify the person assigned as the Contractor's Project Manager for this project. That person shall be available to the City during normal business hours and will be the primary contact between the City and the Contractor on matters relating City Council 20 – 16 8/4/2026

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to the enforcement services provided through this RFP. This person shall have substantial expertise and experience in tow and recovery operations as well as business operations for the company.

4. The Contractor's Project Manager shall be the primary daily operations contact to the City and as such, shall do the following:
a. Respond to complaints from the Police Department, customers or the community. A copy of any complaints lodged directly with the Contractor regarding services provided under this contract shall be provided to the City's Project Manager or designee immediately as well as the steps being taking to resolve the complaint and the date a resolution can be expected. A copy of the final disposition shall also be provided to the Project Manager or designee within 15-days unless an extension has been granted in writing prior by the Project Manager.
b. Contact the City's designee at least once per month to discuss and clarify operational assignments and expectations;
c. Ensure that the Contractor's personnel perform the duties as required by the RFP; and
d. Prepare and submit monthly reports as required.

5. The Contractor shall be required to designate a second person that may be contacted in the absence of the Contractor's Project Manager. This person shall also have authority over the Contractor's personnel and shall be a member of the Contractor's staff with authority to represent the Contractor on policy matters.

C. CONTRACTOR'S PERSONNEL REQUIREMENTS

1. Each of the Contractor's employees performing work pursuant to this RFP shall:
a. Be approved by the Project Manager or designee to perform work on behalf of the City.
b. Haveabilitytoread,writelegibly,speakandcomprehendtheEnglishlanguage - Bilingual fluency in Spanish or other language approved on the City's bilingual list is preferred.
c. Beaminimumof18yearsofage;
d, All tow truck drivers employed by the Contractor and used for this project must be competent and proficient in all aspects of their duties related to tow and recovery services. This requirement shall provide that any tow driver responding to a scene will be capable of safely towing and/or recovering a vehicle under most circumstances without delay.
e. All tow truck drivers employed by the Contractor shall complete an approved tow truck driver training program approved by the California Highway Patrol (CHP) pursuant to their Tow Service Agreement Advisory Committee (TSAAC) prior to performing any work related to this project. Upon selection, proof of successful course completion, the name of the provider and the curriculum taught shall be provided to the Project Manager or designee priorto any driver performing anywork on behalf of the City. A list of the 2019-2020 TSACCA training providers may be found in Exhibit 5 of this agreement or in the CHP's2019-2020 Tow Service Agreement available at
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https://www.chp.ca.qov/ResearchAndPlanninqSectionSite/Documents/2019- 2020 TSA.pdf

2. Pass a background and fingerprint check that shall include a review of the employee's criminal history that would pose a liability for the City including crimes of violence, moral turpitude, theft or unsafe driving practices. Contractor is responsible for providing and running all background checks.

3. The Contractor and all tow truck drivers shall be required to participate in a controlled substance and alcohol testing (CSAT) program and provide proof of enrollment.
a. Drivers requiring a Class A, Class B or commercial Class C (endorsed for hazardous materials transportation) shall participate in a CSAT program as defined in the Code of Federal Regulations, Title 49, Parts 40 and 382. b. Drivers not required to possess a Class A, Class B or commercial Class C license shall also be enrolled in a CSAT program substantially similar to the requirements outlined above.
c. The Contractor shall ensure selection pools for commercial and noncommercial licensed drivers are maintained separately. d. A driver possessing a non-commercial driver's license who returns with a positive test result shall meet the same reinstatement requirements as a driver required to possess a commercial driver's license.

4. All employees assigned by the Contractor shall have a valid California driver's license and remain in good standing with the California Department of Motor Vehicles.
a. Tow truck drivers must possess the proper license class, including endorsements, for any tow truck or combination of tow truck and vehicle they operate in the performance of their duties pursuant to this contract. Tow truck drivers shall remain certified and in compliance with CVC § 12520 at all times. b. The Contractor and all tow truck drivers shall be enrolled in the Employer Pull Notice (EPN) program.
i. The Contractor shall provide a current list of drivers and a copy of the EPN report.

Newly hired tow truck drivers shall be enrolled in the EPN program and proof provided to the Santa Ana Police Department within 30 days of the employee's hire date.

5. Only employees of the Contractor necessary to complete an assignment shall respond to the scene of a request for service (no spouse, children, animals, etc.).

6. Tow truck drivers shall perform all towing and recovery operations in the safest and most expedient manner possible.

7. Under no circumstances shall a Contractor's employee carry or be armed with any type of weapon whatsoever while providing service pursuant to this RFP.

8. The Contractor shall provide and pay for all uniforms for contract personnel City Council 20 – 18 8/4/2026

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assigned to work in the field.
a. Uniform specifications shall include the name of the company and the employee's name affixed to the employee's shirt.
b. The City's Project Manager or designee shall review and approve all uniforms.

Uniforms shall fit properly without excessive wear. The uniform must be clean, free of any offensive odors and present a neat appearance. c. All tow truck drivers shall wear appropriate safety garments (e.g. vests, jackets, shirts, retroreflective clothing) in accordance with California Code of Regulations, Title 8, § 1598. If the tow truck driver is working on a Federal-aid highway, the operator shall comply with the guidelines contained in the Federal Code of Regulations, Title 23, Highways, Chapter 1, Federal Highway Administration, Department of Transportation, Part 634, Worker Visibility, which requires high-visibility personal protective safety clothing to be worn that meets the Performance 2 or 3 requirements of the ANSI/ISEA 107-2004.

9. The City's Project Manager or designee shall conduct the final review of all contract
employees prior to being assigned to perform services related to this project on behalf of the City of Santa Ana. The Chief of Police or his designee has the ultimate authority and discretion regarding personnel working under this contract. The Chief of Police or his designee may remove contract personnel, upon telephone notification to the Contractor.

D. REQUIREDTOWVEHICLESANDEQUIPMENT

1. At a minimum, the Contractor shall possess, maintain and be the listed registered owner of the following classes of tow vehicles (meeting requirements as defined in the most current version of CHP 234B - Tow Truck Inspection Guide):
a. Four (4) Class A tow trucks designed for light duty towing operations. b. One (1) Class B tow truck designed for medium duty towing operations. c. One (1) Class C tow truck designed for heavy duty towing operations. d. One (1 ) Class D tow truck designed for heavy duty towing operations.

2. The Contractor shall provide a listing of all towing vehicles or any substitute vehicle that may be used pursuant to this agreement. Such list must provide the Following information:
a. Make, model, and year.
b. Tow truck classification (e.g. Class A).
c. Vehicle and engine identification numbers.
d. Company identification number.
e. California license number.
f. Company vehicle color(s).

3. The company name, business address, telephone number and tow truck identification number shall be permanently and properly affixed to each vehicle in a manner prescribed pursuant to CVC § 27907.

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4. There shall be no words or language affixed to the vehicle associating the Contractor or the vehicle with the Santa Ana Police Department (e.g. "official police tow") without the prior written approval of the City's Project Manager.

5. At no time shall the Contractor exceed the gross vehicle weight rating (GVWR) and/or safe loading requirements of the tow truck, including, but not limited to, exceeding the tow trucks GWVR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or failure to maintain 50 percent of the tow truck's unladen weight on the front axle when liffing or carrying a load.

6. The authorized Towing and Storage Fee Schedule shall be posted in public view in all tow trucks.

7. All of the vehicles identified above and used in accordance with this agreement shall be equipped with the minimum equipment required to perform towing operations as well as the equipment pursuant to CVC § 27700 and the "Service and Other Equipment" section of the CHP 234B (Tow Truck Inspection Guide) form. The Contractor may also be required to carry any other safety devices reasonably required by the City.

8. The contractor shall maintain all vehicles and equipment in good repair for use by the Contractor's employees assigned to perform services pursuant to this agreement. The Contractor shall be responsible for, and pay for all operating expenses, equipment, maintenance and insurance for vehicles assigned to peform work related to this agreement. All tow trucks shall be equipped and maintained in accordance with applicable sections from the California Vehicle Code, Title 13 of the California Code of Regulations, the requirements of this RFP and industry standards.

9. All vehicles shall be kept clean, be free of offensive odors and maintain a professional appearance.

10. AIItowtrucksshallbeinspectedannuallybytheCaliforniaHighwayPatroland maintain a current Commercial Vehicle Safety Alliance (CVSA) decal. The Contractor shall provide current copies of CHP 234B (Tow Truck Inspection Guide) and CHP 407F (Safetynet Driver/Vehicle Inspection Report) for each vehicle to the City's Project Manager or designee.

11. The Contractor agrees that the Santa Ana Police Department may inspect any vehicle, without prior notice, at any time during normal business hours.

12. The Contractor shall provide instant communication access via cellular phone or radio to all personnel while performing their duties.

E. GLOBAL POSITIONING SYSTEM (GPS €
It is highly desirable for the Contractor to provide GPS capabilities in all of their tow trucks. If offered for consideration in the Contractor's Response, the City and City Council 20 – 20 8/4/2026

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Contractor shall be able to view this information via computer in real time and the Contractor shall provide GPS reports at the request of the City.

F. CONTRACTOR'S BUSINESS OFFICE REQUIREMENTS

1. The Contractor will also be required to maintain office hours between 8:00 am and 5:00 pm, seven (7) days a week, 365 days per year so vehicle owners can retrieve stored or impounded vehicles. An applicable gate fee may apply for vehicle releases after normal business hours.

2. The Contractor shall maintain an office and storage facility within the corporate limits of the City of Santa Ana and remain in compliance with any requirements imposed by the Police Department, the Planning Division or any other Department, Agency or Agent of the City of Santa Ana in accordance with federal regulations, state law, the Santa Ana Municipal Code and this agreement.

3. It is preferable that the office and storage facility be at the same location to minimize the impact on the community. However, should additional locations exist, the Contractor agrees to conduct all business from the primary facility and any costs associated with operating a secondary location and/or moving vehicles to or from that secondary location shall not be passed along to any customer covered under this agreement.

4. The primary facility shall have a sign clearly visible to the public that identifies the location as a towing service.

5. The business hours shall be clearly posted.

6. The office shall be sufficiently staffed to allow customers to speak with a company representative during normal business hours without unnecessary delay.

7. Current and approved rates pursuant to the Towing and Storage Fee Schedule shall be posted
in public view in the Contractor's office and/or storage facility in compliance with California Civil Code § 3070 and CVC § 22651.07.

8. The Contractor shall comply with the provisions of CVC § 22651.1.

9. The Contractor shall maintain records of all tow services furnished by the Contractor at the primary office location.
a. Invoices shall contain the required itemized information pursuant to CVC 22651.07(e).
b. Itemized invoices shall contain a distinct notice upon the invoice stating, "Upon request, you are entitled to receive a copy of the "Towing Fees and Access Notice." This notice shall be contained within a bordered text box, printed in no less than 10-point type pursuant to CVC 22651.07(a)(1)(B)(3).

10.The operator's primary business office shall also maintain business records City Council 20 – 21 8/4/2026

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relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, driver's record of duty status (intrastate and/or interstate), and Federal Communication Commission licensing (if applicable).

11.The Contractor agrees that a representative from the Santa Ana Police Department may inspect all business records, facilities and vehicles without notice during normal business hours.

12. The Contractor shall permit the Santa Ana Police Department to make copies of business records at their place of business or remove business records for the purpose of reproduction.

13. Lien fees, or any fees related to the preparation of a lien, shall not exceed the amounts allowable in the Towing and Storage Fee Schedule, attached hereto as Exhibit 4, and in compliance with all relevant provision of the California Vehicle Code and California Civil Code.

1. STORAGE FACILITY AND VEHICLE STORAGE REQUIREMENTS
'l. Itispreferablethatthestoragefacilityislocatedatthesamelocationastheprimary business office. However, if located at a different location than the main office, the storage facility can be within the corporate limits of the City of Santa Ana or no further than three (3) miles from the corporate City limit and have an on-site release office at all storage lots. Persons seeking to take possession of their vehicle or property shall not be required to travel to more than one location to recover their vehicle from the Contractor's custody.

2. The storage facility and all vehicles towed at the direction of the City shall be made available to police personnel 24-hours per day, 7-days per week.

3. The entire storage lot must be sufficiently well lit to deter theft. Other theff deterrent devices (e.g. cameras, alarms, on-site personnel, etc.) are highly desirable.

4. The storage lot must be completely secured by a wall or fencing and a gate that is able to be locked to maintain security for stored and impounded vehicles. The minimum height requirement for the fence and gate shall be six (6) feet.

5. Thestoragelotshallbelargeenoughtoholdaminimumof100vehiclesatanygiven location. This requirement is the minimum area reserved for Santa Ana vehicles and additional space is highly desirable. All vehicles towed by the City shall be stored within the corporate city limits and the vehicle or any of its contents shall be made available for release within the corporate city limits. If multiple storage facilities are maintained, the Contractor shall only use the secondary lot when the primary lot is full and shall not charge for transportation beyond that of the main storage facility.

6. The Contractor shall also provide an inside storage facility, which must consist of four walls with a solid roof and a door equipped with a locking device. Additional security features are highly desirable. This facility shall be sufficient to reasonably protect vehicles from theff, tampering, weather, environmental conditions or any City Council 20 – 22 8/4/2026

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other circumstances that could cause the removal or contamination of evidence.

Access to this area by employees or other individuals shall also be restricted. This facility shall be capable of storing a minimum of four
(4) mid-sized vehicles for the City of Santa Ana and sufficient space to conduct forensic analysis of the vehicle on-site if necessary.

7. Vehicles impounded pursuant to CVC § 10751 shall be placed in an area of the storage facility that will provide sufficient space and privacy, allowing auto theft investigators to perform a vehicle inspection without delay. This requirement shall be required for the first ten (10) days of impound.

8. Vehicleswillnotbereleased,soldordismantleduntilasignedreleaseformhasbeen obtained from the Santa Ana Police Department. The signed release form will be kept by the towing company as proof or authority for the release.

9. Release forms are required for impounded vehicles and vehicles with a "hold" placed on them by police department personnel. The release form will indicate they are from the Santa Ana Police Department and shall only be signed by authorized members of the Police Department.
a. Stolen vehicles recovered by the Police Department will be released to the victim/owner by the Contractor with proof of ownership. Unless specifically noted, no release will be required from the Police Department. b. Stolen vehicles recovered by the Police Department requiring further investigation as determined by the handling officer will be impounded pursuant to CVC § 22655.5, thereby placing a hold on the vehicle. The impound box will be marked along with an explanation in the narrative. These vehicles will not be released until the victim/owner obtains a release from the Police Department. c. If the owner of the vehicle is unable to prove ownership to the tow agency, they will be referred to the Santa Ana Police Department and a release will be issued once ownership is established.
d. If a registered owner is unable to retrieve their vehicle from storage, a vehicle authorization form shall be provided by the Contractor to the person authorized to pick-up the vehicle. The authorized recipient, on behalf of the registered owner, will be required to provide identification for the Contractor to photocopy (fronUback).

10. When a vehicle is impounded, the towing company will place the word "hold" or other similar notation on the windshield of the vehicle. This is to minimize unauthorized contact with the vehicle and to provide control measures to prevent the inadvertent release.
a. The responsibility for determining and placing the word "hold" or other similar notation on the windshield of the vehicle will be the responsibility of the Contractor at the time of vehicle possession. The Contractor's employee signature on the storage/impound report will acknowledge an understanding of the type of report completed by the officer and any necessary holds. The Contractor should clarify any misunderstandings or omissions on the report at this time.
11 Vehicles towed or stored with an "evidence hold" shall not be touched, moved or City Council 20 – 23 8/4/2026

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tampered with in any manner without the written consent of the City's Project Manager or designee.

12. The Contractor agrees to tow and store vehicles taken pursuant to an "evidence hold" as defined in CVC §§ 22655.5 or 22655(a) without charge to the City and agrees to release the vehicle to the owner at the City's request. The initial towing fee shall be billed to the owner of the vehicle. Unless waived in whole or in part by the City's Project Manager, the tow company may pursue collections from the registered owner for the initial towing fees. Furthermore, the Contractor may attempt to collect these fees, or make arrangements to collect these fees, at the time of release but shall not hold the vehicle in lieu of payment unless specifically authorized by the City's Project Manager or designee.

13. In any case where the Police Department inadvertently and/or erroneously causes the impound or storage of a vehicle, or fails to properly notify the owner in a timely manner, the Contractor agrees to release the vehicle at the request of the City's Project Manager or designee and waive all fees or charges associated with the tow.

14. Any personal property released from a vehicle shall occur at the business office or primary storage facility and shall require authorization From the Police Department.

All property shall be released pursuant to CVC § 22851(b) and CVC § 22651.07.

Personal property includes any property not affixed to the vehicle (e.g. clothes, cell phones, papers, pull-out / detachable face radios, etc.) J. CUSTOMER SERVICE
Contractor shall provide service which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. Contractor's personnel are a reflection of the City of Santa Ana and, as such, are expected to:

L Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner.

2. Give full attention to each customer's needs by asking questions. Provide information, products and service in an accurate, organized and complete manner.

Determine that the customer's request has been fulfilled.

3. Maintain a professional demeanor at all times that is free from rude, discourteous or harassing behavior.

4. Comply with all federal, state, county, and city laws and regulations.

5. Use adequate equipment that is kept clean and neat at all times.

6. Train other Contractor employees to be polite and courteous during public contact.

7. Employ truth and accuracy in reporting customer service records City Council 20 – 24 8/4/2026

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K. RATES AND FEES
Notwithstanding other provisions of this agreement related to rates and fees, the Contractor agrees to comply with the following provisions as they relate to rates and fees charged in accordance with this agreement:

1. For services provided pursuant to this Agreement, the Contractor shall collect towing, storage and other service fees from the vehicle owner at the time of release. Said fees shall comply with the Santa Ana Police Department's Towing and Storage Fee Schedule, attached hereto as Exhibit 4, and incorporated by this reference.

2. The Contractor acknowledges that the fee schedule is intended to list the maximum amounts for services rendered but nothing in this Agreement shall preclude the Contractor from charging less than the maximum fee allowed.

3. NothingshallprohibitaContractorfromsendingaClassB,CorDtowtrucktoacall requiring a lighter class tow truck to perform requested services. However, the Contactor acknowledges that fees may only be charged for the class necessary to perform the requested services and -idiot necessarily for the class of tow truck dispatched to the call.

4. No fees may be charged for personnel, equipment or services reasonably necessary to perform the required service.

5. No lien shall be placed on the vehicle for services performed or initiated, and subsequently cancelled on-scene by the Santa Ana Police Department, unless the Contractor has presented a written statement to the vehicle's registered owner or agent for the signed authorization of services to be performed pursuant to Civil Code § 3068(a).
a. The Contractor shall not attempt to take possession of a vehicle in order to establish a lien for any services peformed or initiated and subsequently cancelled.
b. The Contractor shall not bill the City of Santa Ana or Santa Ana Police Department for any services performed or initiated, and subsequently cancelled by the department. However, in such cases, the incident shall not be considered a rotational call and the Contractor shall be returned to the top of the rotation list.

6. The Towing and Storage Fee Schedule shall be posted in the business offices, storage facilities and tow trucks pursuant to CVC § 22651.07.

7. Rate adjustments may be considered based on the criteria in Section Vl of the Scope of Services, Subsection B, 4, located below.

8. Contractor's failure to comply with the Towing and Storage Fee Schedule shall be subject to disciplinary action.

9. TheContractorshallnotseekpaymentfromtheCityofSantaAnaforservicesprovided pursuant to this Agreement. However, the City shall be responsible for the following charges ordered by the City pursuant to this Agreement:
a. Collision cleanup pursuant to Section IV, Subsection N, below; City Council 20 – 25 8/4/2026

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b. Other services authorized by the City's Project Manager prior to the performance of said duties.

L. MISCELLANEOUS PROVISIONS
'1. The Contractor shall have a Carrier Identification and a valid Motor Carrier Property (MCP) permit, which shall be provided to the City's Project Manager or designee. The expiration or suspension of the MCP shall result in immediate suspension from the rotation list as well as possible disciplinary action.

2. TheremaybetimeswhentheContractorcomesacrossavehicleblockingtheroadway although not assigned to the call or next on the rotation list. At the discretion of the officer at the scene, the Contractor may be directed to assist in moving the vehicle to the side of the roadway only. This service shall be provided without cost to the City or vehicle owner, and shall not affect the Contractor's position on the rotation list.

3. The Contractor shall be held accountable for all vehicles, personal property and vehicle accessories once the vehicle is in the possession of the driver and/or stored at their facility. The Contractor agrees to relieve the City, its officers, agents and employees of all responsibility once the vehicle is in the custody of the Contractor.

4. There shall be no photography or video recording at the scene of a tow or collision by the Contractor or any employee unless directly related to the towing operation.

Photographs or video recordings shall only be directed at vehicles or the area immediately surrounding the vehicle but in no case shall capture any image of a person(s) injured or killed at the scene.

5. The Contractor, nor any employee of the Contractor, shall accept from any person or offer a gratuity to any member of the City in violation of CVC § 1211 0(a) and the City's giff ban ordinance.

6. TheContractorshallremainincompliancewithCVC§10652asrequired.

7. Due to the negative perception of Private Party Impounds (PPI's) and the nexus to predatory towing practices, whether actual or perceived, the City of Santa Ana and the Santa Ana Police Department have an interest in ensuring any Contractor working on its behalf is not associated with these practices. In addition, tow companies that engage in PPI's are subjected to complaints and investigations on a more frequent basis than those that do not participate in this facet of the towing business. Therefore, the City strongly discourages any Contractor assigned to the rotational tow list from engaging in PPI's within the corporate limits of the City of Santa Ana. Subject to the investigative process outlined in the RFP, any company Found to be in violation of PPI regulations including, but not limited to, applicable sections of CVC § 22658 or any other laws or regulations associated with PPI's shall be subject to suspension or immediate removal from the rotation list for sustained complaints or convictions for violations ofthe law.

M. UTILIZATIONOFDISPATCHANDTRACKINGSOLUTIONSSOFTWARE
The City currently does not use dispatch and tracking soffware for rotational towing administration.

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CITY OF SANTA ANA
The Contractor must be willing to enter into a separate agreement, contract, or license if the City acquires the use of dispatch and tracking soffware or any other software solution implemented by the City, with the owner of that proprietary soffware. The City shall not provide the software program, any licensing or sub- licensing thereof or any intermediary services for the procurement by the Contractor of the soffware program.

This Contract shall not be executed by the City until the Contractor has demonstrated to the City's Project Manager or designee satisfactory compliance with the requirements set forth herein. The Contractor shall be liable for all fees, charges, rates and service charges required for the procurement and use of dispatch and tracking software or any similar software solution.

N. RESPONSIBILITIES WHEN RESPONDING TO CALLS FOR SERVICES

1. When the Contractor is called to the scene of a vehicle tow or a collision scene, the Contractor's employee will clean-up all debris at the scene in accordance with CVC § 27700 without charge to the City.
a. Police employees should not call a rotational tow to the scene of a collision for the sole purpose or cleaning up debris. However, should this occur or become necessary, the Contractor may bill the City for the cost of the response in accordance with the City's Towing and Storage Fee Schedule.

0. PERFORMANCEDURINGINCLEMENTWEATHERORDISASTERS

1. The Contractor acknowledges that the services provided under this contract are integral to the operations of the City of Santa Ana and the Santa Ana Police Department. Therefore, the Contractor agrees to pertorm the duties of this contract regardless of weather or other adverse conditions including, but not limited to, any disasters whether man-made or acts of God.

2. During periods of inclement weather or disaster, the Contractor shall agree to adjust staffing levels to meet the increased demands for service during these times.

3. Should the Contractor be unable to fulfill their responsibilities under the conditions described in this section, the Contractor shall be responsible for any and all costs incurred by the City should the need to hire outside contractors become necessary to meet the needs oT the Police Department due to the Contractor's default.

P. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES

4. The Contractor shall exercise due care and caution at all times for the protection of all persons and property. All fines, penalties and/or repair charges resulting from the Contractor's actions shall be the sole responsibility of the Contractor.

2. UnderstandingthattheContractorwillrespondtocallsinvolvingtrafficcollisionsortraffic hazards, and pursuant to CVC § 22513, the Contractor shall only place or use equipment to block vehicle traffic lanes or render assistance to a motorist while City Council 20 – 27 8/4/2026

CITY OF SANTA ANA
exercising due care for the safety of the tow truck driver, the motorist and the motoring public. Tow truck drivers should be trained in scene management in accordance with this section. The Contractor shall ensure that all appropriate traffic safety warning devices are utilized as deemed necessary.

3. Contractors will be required to respond to calls where vehicles have collided with other objects and may have already caused damage to varying degrees. The methods proposed by the Contractor for towing and recovery services shall be reasonable and consistent with industry standards, best practices, and in a manner that shall not cause unnecessary additional harm, deface or damage any City or privateproperty. IntheeventthatdamagetotheCity'sright-of-wayorprivateproperty has occurred due to the negligence of the Contractor, the Contractor shall be solely responsible for its repair or replacement in excess of the amount covered by the required insurance.

Q. RECORDS

1. The Contractor shall keep accurate records concerning all vehicle tows, vehicle storages and vehicle releases or disposition.

2. In addition, the Contractor shall maintain accurate records of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees.

3. The Contractor shall complete a report each calendar month indicating the number of calls for service, the number of vehicles towed, the number of vehicles in storage (regular and secure) and their current status, vehicles released, vehicles sent to lien sale, the status of any other vehicles or services rendered by the Contractor on behalf of the City, GPS information (if requested by the City) or any other information as may be required by the City's Project Manager or designee.

4. A phone log will be submitted monthly of all calls from the Santa Ana Police Department to the Contractor, identifying whether or not those calls required a request for service, and a description of the action taken as a result of the call.

5. The Contractor shall provide monthly customer service phone logs from the public, indicating name, date, time and phone number of caller, reason for the call, any specific requests, the Contractor's response or action, and the amount of time required to address request. Such logs shall be accurate and truthful.

6. The Contractor shall permit the City to inspect and audit its books and records regarding City provided services at any reasonable time.

R. AUDITS AND INSPECTIONS
The Chief of Police or his designee shall conduct regular audits and inspections of the Contractor(s) assigned to this project to ensure they are fulfilling their responsibilities in accordance with the terms and conditions of this agreement. All work found during such audits or inspections to be substandard or failing to conform to the requirements of this agreement shall be corrected immediately by the Contractor and the City shall have City Council 20 – 28 8/4/2026

CITY OF SANTA ANA
the right to immediately suspend the Contractor from the rotation list until the issue(s) is/arecorrected. Failuretocorrect,assetForthinSectionl3,Subsectionb,ofthe Agreement may result in termination of the contract.

S. INVESTIGATION OF ALLEGED VIOLATIONS, RULES, OR TERMS AND

CONDITIONS OF AGREEMENT
Whenever an alleged violation is lodged against a Contractor or initiated by the Police Department, the Traffic Commander shall assign a supervisor from the Traffic Division to investigate any allegations. A fair, impartial and comprehensive investigation shall be conducted and the findings documented For review. To the extent required by law, the Contractor shall cooperate fully in the investigation and provide any documentation requested by the investigator to aSsiSt in making a finding. In addition, the Contractor shall be given the opportunity, either orally or in writing, to respond to the complaint atthe point deemed appropriate by the investigator. The City expects that the Contractor will demonstrate professional business practices and truth in reporting as it relates to any records or information requested.

Violations shall include, but not be limited to, situations such as poor customer service, failure to comply with non-safety related terms of the agreement, or minor equipment or facility deficiencies, situations involving honesty, integrity, safety, security, gross overcharging of a customer or a pattern of overcharging, failure to comply with the provisions of CVC § 22658 as it relates to PPI's, criminal violations involving such crimes as DUI, drug related offenses, theft, or any other crimes involving moral turpitude, or significant, repeated or flagrant violations of this agreement.

If it is determined that criminal charges are appropriate, the assigned investigator shall document the incident on a crime report and present the case to the appropriate prosecuting authority for review.

Based on the nature and seriousness of the misconduct being investigated, the Chief of Police may temporarily suspend the Contractor, or its agent individually, from the rotation list until the investigation is completed and a proper disposition is reached.

The standard for sustaining a violation made against the Contractor or the Contractor's agent shall be a preponderance of the evidence, regardless of the nature of the violation. Other investigative findings may include unfounded (false or factually incorrect), exonerated (action occurred but was lawful or within the terms of this agreement) or not sustained (inconclusive due to insufficient evidence or independent witnesses).

All alleged violations shall be forwarded to the Traffic Commander for review.

Upon a determination of a sustained violation, a recommendation for discipline shall be made, if appropriate.

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T. DISCIPLINARY ACTION
The Contractor agrees that failure by the Contractor, or its agent, to comply with the law or terms and conditions of this agreement shall be cause for disciplinary action.

However, nothing in this agreement shall preclude the City from taking appropriate enforcement action for violations of the law. Within 60 days of receipt of an alleged violation, the Traffic Commander shall review the findings of the investigation and recommend disciplinary action, if appropriate. The Traffic Commander shall take into account the nature of the alleged violation, the findings of the investigation, past violations made against the Contractor, and/or sustained against the Contractor, and past practice of the Department to maintain equitable treatment of all Contractors assigned to the rotational tow list. Depending on the nature and complexity of the sustained violation, the Traffic Commander may allow the Contractor or designee to provide a brief written statement for consideration and/or may contact Contractor to ask additional questions.

Disciplinary action shall typically be progressive in nature and based on the Contractor's record during the previous 5 years from the date of the sustained violation. Therefore, multiple violations for similar offenses, regardless of their severity, will result in increased disciplinary action. However, this does not preclude the Traffic Commander from recommending more serious disciplinary actions where violations have been committed or there are aggravating factors associated with the misconduct.

The following actions may be recommended:

1. No further action.

2. Issue a written warning.

3. Impose a suspension for violations (1 to 30-days).

4. Impose a suspension for significant, flagrant, repeated, or multiple violations (30 to 90- days).

5. Termination of the contract for cause and immediate removal from the rotation list.

The Contractor shall be notified in writing of the City's intent to impose disciplinary action. The Traffic Commander shall have the authority to impose discipline up to and including the imposition of a suspension for violations as long as the suspension does not exceed 30-days in length. However, nothing in this article shall preclude the Traffic Commander from reducing the recommended discipline based on mitigating factors. Recommended suspensions exceeding 30-days in length or termination from the rotation list shall be approved by the Field Operations Bureau Commander prior to imposition.

The Traffic Commander may recommend to the Chief of Police the immediate termination of this agreement if the conduct of the Contractor, or its agents, are determined to pose a danger to the public, have an excessive number of violations that tax the investigative resources of the Police Department, or the Contractor's actions reflect negatively upon the City.

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CITY OF SANTA ANA
U. RIGHT TO APPEAL
Upon receipt of a notice to impose disciplinary action, the Contractor shall have the right to submit a written appeal within ten (10) business days to the Field Operations Bureau Commander.

Upon receipt of the written appeal, the Field Operations Bureau Commander shall issue their findings in writing within ten (10) business days. Upon receipt of the Field Operations Bureau Commander's finding(s), if the Contractor disagrees with the findings, the Contractor's final remedy is submitting a written final appeal to the Chief of Police with a copy to the Traffic
Commander. Upon receipt of the Contractor's final written appeal, the Chief of Police shall issue a written decision within (10) business days. The decision of the Chief of Police shall be final.

Disciplinary action shall not be imposed until the appeal process has been exhausted.

However, if the conduct of the Contractor is deemed to be so egregious or poses a danger to public safety, the City may exercise its right to immediately suspend the Contractor as set forth in this agreement. Failure to submit a written appeal will waive the Contractor's right to further appeal and disciplinary action shall be imposed.

In the event the City serves the Contractor with Notice of Termination from the Contract and the Contractor seeks an appeal, the contractor will retain its position on the rotation and disciplinary action will be delayed pending the appeal process. In the event the CITY elects to modify the discipline imposed on the Contractor, the Contractor agrees they shall not be entitled to recover any costs, compensation, damages, losses, and/or expenses of any type or description from or file a claim against the City, its officers, employees, and appointees, arising out of or related to, in any manner, a violation alleged against, or discipline imposed upon the Contractor.

V. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY'
All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative during the first year to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a monthly basis or as determined necessary by the City.

Any specific problem area which does not meet the conditions of the specifications set forth in Exhibit A or the Agreement shall be called to the attention of the Contractor and if not corrected, may result in the Contractor being found in default of this agreement which may result in suspension from the rotation list until the issue(s) is/are correct in a manner satisfactory to the City or termination of the Agreement.

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EXHIBIT B

COMPENSATION
Fee Proposal including hourly rates if applicable
City Council 20 – 32 8/4/2026
B&D Towing Inc. Proposed Towing and Storage Fee Schedule Service ________Fee
Stored Vehicle PD Release Fee $87.00
Class A $235.00
Class B or Flatbed $287.00
Class C $421 .00
Class D $468.00
RoLLover or Winching Fee $136.00
Clean-up Fee (fee to city capped at $35.00 per
occurrence)
$62.00
Hazmat Fee (perfive (5) gallon bucket) $119.00
Vehicle Storage (Daily)
Class A - Outside $72.00
Class A-Inside $79.00
Class B - Outside $84.00
Class B-Inside $89.00
Class C or Class D Outside $88.00
Class C or Class Inside $95.00
After Hours Release 50% ofthe authorized towing
charge
Minimum Service Call or Drop Fee 50% ofthe authorized towing charge
Lien Sale As authorized by the
California Civic and Vehicle
Codes
Mileage (per mile outside the corporate city Limits) $9.00 * Feesindicatedinthisproposalarevalidfor180daysfromtheproposaLdeadline City Council 20 – 33 8/4/2026

EXHIBIT C

INSURANCE REQUIREMENTS
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CITY OF SANTA ANA
EXHIBIT 3

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages:

MINIMUM SCOPE AND LIMIT OF INSURANCE
Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as:

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

Commercial Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code '1 (any auto), with combined single limits of $1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000.

Required policy limits can be met with primary and umbrella/excess insurance policies.

Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. Contractor attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services.

Garagekeeper's Legal Liability: with alimit not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate.

Suppose Contractor maintains broader coverage and/or higher limits than the minimums shown above. In that case, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

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

1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations peformed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City.

3. All required insurance policies: For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability.

FOR PROPOSER'S REFERENCE ONLY
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CITY OF SANTA ANA

5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:
(Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701 The name and location of event should be included in the Description of Operations section of each certificate.

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

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

Verification of Coverage
Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
'1. The retroactive date must be shown and must be before the date of the contract or the beginning of work.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years afier completion of work.

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

Subcontractors
Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors.

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

FOR PROPOSER'S REFERENCEONLY
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SERVICE AGREEMENT

ROTATIONAL TOW PROVIDER
THIS AGREEMENT is made and entered into on this 4th day of August, 2026 by and between Greater Southern California Towing, Inc., a California corporation (hereinafter “Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On May 5, 2026, the City issued a Request for Proposal No. 26-057 (“RFP”), by which it sought proposals for police rotational towing and storage services B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide services described in the scope of work that was included in the RFP. The RFP is referenced herein as if incorporated in full.

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

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

1. SCOPE OF SERVICES
Contractor shalt provide vehicle towing and storage service at the request of the Santa Ana Police Department, on a rotational basis, in accordance with the terms and conditions set forth in the Scope of Service, attached hereto as Exhibit A and incorporated by this reference. The City intends to contract with several tow companies to provide necessary towing services on a rotational basis, "Towing services may include, but are not limited to, towing vehicles from public or private property at the direction of Police employees, owner’s request for a tow made via the Police Department, the storage of vehicles, the secure storage of vehicles containing evidentiary value, debris clean–up and removal, recovery services and administrative oversight of vehicles in the custody of the Contractor.

2. COMPENSATION
a. The parties intend that towing and storage fees will be paid by the vehicle owner at the rates aid charges set forth in Contractor's then current and approved fee schedule, attached as Exhibit B and incorporated by this reference. b. When Contractor provides services chargeable to the City as set forth in Exhibit A, the Contractor shall submit a monthly invoice by the 15th of the month to the City for any such services rendered in the prior month, if applicable, The invoice shall include all EXHIBIT 2
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information enumerated in California Vehicle Code ("CVC") §22651.07(e) and include the following information:
i. Contractor's invoice number
ii. Santa Ana Police Department's case number
c. Payment by City shall be made within sixty (60) days following receipt of proper invoice, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance for professional towing services or in accordance with the standards set forth in this agreement. d. City imposed storage fees received by the contractor shall be remitted to the City by the 15th of each month for any and all vehicles released during the prior month. A vehicle release report, which reconciles the vehicles released by the contractor, will also accompany the payment to the City. Payments shall be remitted to:

Santa Ana Police Department
Attention: Det. Sgt. Ricardo Diaz – Traffic Division
60 Civic Center Plaza
Santa Ana, CA 92702
e. Adjustments to the Towing and Storage Fee Schedule
The Police Rotational Tow Manager or his designee shall examine the towing and storage rates authorized in accordance with this agreement on an annual basis. The Program Manager may adjust the annual towing and storage rates based on the most recent statistics, as follows: the two indices which will be used for determining adjustments to the towing and storage fee schedule shall be the prior twelve (12) months, reporting month. December, Consumer Price Index (CPI) for All Urban Consumers for Los Angeles-Anaheim-Riverside Consolidated Metropolitan Statistical Area, published by the United States Department of Labor’s Bureau of Labor Statistics or any relevant successor for the Orange County area, and the twelve (12) month December Producer Price Index for Petroleum (PPI). The adjustment formula shall be as follows: The CPI shall be weighted at ninety (90%) percent and PPI shall be weighted at ten (10%) percent.

However, fee adjustments will only be made if justified and shall occur at the sole discretion of the Chief of Police based on recommendations from the Police Rotational Tow Program Manager.

3. TERM
This Agreement shall commence on September 1, 2026 and continue for a one (1) year term until August 31, 2027, with the option for the City to grant up to four (4) one (1) year extension(s), exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below

4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an City Council 20 – 38 8/4/2026

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

5. INSURANCE
Insurance requirements are attached hereto as Exhibit C.

6. HOLD HARMLESS/INDEMNIFICATION
To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the “Indemnified Parties”) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney’s fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, “Claims”), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Contract (including, without limitation, defects in workmanship and/or materials) or Contractor’s presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney’s fees in any action on or to enforce the terms of this Contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor.

7. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three City Council 20 – 39 8/4/2026

(3) years from the date of final payment to Contractor under this Agreement.

8. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

9. CONFLICT OF INTEREST CLAUSE
a. Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City’s Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution
d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement.

The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement.

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e. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above.

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

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

12. ASSIGNMENT
a. Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void.
a. Unless previously approved by the City, the sale or transfer of the controlling interest in a company shall be cause for immediate termination of this contract and the Contractor shall be replaced on the Rotational Tow List by another company on an existing eligibility list or during a future RFQ process.

13. TERMINATION
a. The City reserves the right to immediately terminate the contract, without penalty, for cause.

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b. In the event Contractor fails or refuses to timely perform any of the provisions of this Agreement in the manner required, or if Contractor violates any provision of this Agreement, Contractor shall be deemed in default. City shall provide written notice of such default to Contractor's Project Manager. If possible, the Contractor shall cure said default within a period of two (2) working days. If such cure is not completed in a timely manner, City may terminate the Agreement forthwith by giving written notice to Contractor' s Project Manager, The City may, in addition to the other remedies provided in this Agreement or authorized by law, terminate this Agreement by giving written notice of termination. Contractor shall be responsible for all costs incurred by City, including replacement costs of equipment and labor required to provide service during Contractor's default. c. As described in Exhibit A, concerning the investigation and disposition of violations, the City may terminate this agreement immediately for cause if it has been determined by the Traffic Commander, with concurrence from the Field Operations Bureau Commander, that the Contractor has committed rule violations associated with this agreement, or has committed violations of the law, and termination of the contract is deemed to be the appropriate disposition. d. This agreement may be terminated without cause by City by written notice delivered to the Contractor either personally or by mail, thirty (30) days prior to the end of the then current term. Upon termination, City shall pay Contractor for services rendered as specified in the Agreement prior to the effective date of termination.

14. CONTRACTOR OPTION FOR TERMINATION
The Contractor may request termination of the contract when conditions during the contract make it impossible to perform or when prevented from proceeding with the contract by act of God, by law or official action of a public authority or in the event of nonpayment by the City. Such request will require ninety (90) days written notice prior to contract termination date requested. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach.

15. EMPLOYMENT OPPORTUNITIES FOR SANTA ANA RESIDENTS
Contractor shall make every effort to solicit and advertise employment opportunities to Santa Ana residents, The City shall inform the Contractor of areas to publicize recruitment opportunities, such as work centers and community centers. Contractor shall provide to City, a description of efforts and procedures used to notify residents of employment opportunities as they occur but, at a minimum, once each year prior to the City exercising its option to extend the contract.

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16. CONTRACTOR' S PARTICIPATION AT COMMUNITY MEETINGS EVENTS

AND PUBLIC AWARENESS CAMPAIGNS
If requested by City, the Contractor shall agree to participate in community meetings, community events and public awareness campaigns, such as National Night Out, DUI presentations or any other neighborhood or City event. Such participation shall be upon City request provided with reasonable notice of the event. Such events will not exceed four (4) requests per year.

17. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
a. Contractor shall perform all requirements under this contract in strict observance of and in compliance with all applicable environmental, traffic, safety and any other laws, regulations, ordinances, codes and any other legislative or statutory requirements. b. Contractor warrants that the performance of services under this contract shall be compliant with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may be amended or updated throughout the term of this contract.

18. FINES
The Contractor shall be liable for all violation fines levied against the City by any Federal, State or local agency, including but not limited to the Air Quality Management District (AQMD), and the Regional Water Quality Control Board, due to the action or failure to act by Contractor.

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

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

21. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of City Council 20 – 43 8/4/2026

Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

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

To City:

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

Chief of Police
City of Santa Ana
60 Civic Center Plaza
Santa Ana, California 92702
Fax: 714-245-8190
Traffic Division
City of Santa Ana
Santa Ana Police Department
Attn: Traffic Commander
60 Civic Center Plaza
Santa Ana, CA 92702
Fax 714-245-8190
City Attorney’s Office
City of Santa Ana
Attn: Police Legal Advisor
20 Civic Center Plaza
Santa Ana, CA 92702
Fax (714) 647-6515
To Contractor:

Greater Southern California Towing, Inc.

Attn: Mayra Ruiz, President
2202 W. 5th Street
Santa Ana, CA 92703
City Council 20 – 44 8/4/2026
City Council 20 – 45 8/4/2026

EXHIBIT A

SCOPE OF SERVICES
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CITY OF SANTA ANA
I. SCOPE OF SERVICES
A consultant hired pursuant to this RFP shall be responsible for Police Rotational Towing and Storage Services with the Santa Ana Police Department, as outlined in the SAMC § 32-107. The successful Contractor(s) must agree to perform all services as outlined herein within the corporate city limits of the City of Santa Ana or any other jurisdiction as directed by a member of the Santa Ana Police Department.

II. IMPLEMENTATION
A. The selected Contractor(s) will collectively assume responsibility for all towing and storage needs, and all other related functions as described in the RFP, for the Santa Ana Police Department on a rotational basis.

B. The Contractor shall ensure that all employees working on this project meet the minimum personnel and training standards identified herein. In addition, the Contractor should include a list of additional training provided to the Contractor’s staff demonstrating proficiency and excellence in the field.

C. City Staff shall have the right to modify, reduce or delete rotational tow services and remove contract personnel with prior notice to Contractor.

The Contractor shall provide sufficient personnel and equipment, but in no case less than the minimum required, to carry out the duties contained in this RFP within specified timelines.

III. USE OF ROTATIONAL TOW LIST
A. CRITERIA AND RULES FOR USE BY POLICE EMPLOYEES
The City agrees to utilize the rotational tow list for all service requests initiated by members of the Santa Ana Police Department except where provided for in this agreement. Therefore, the City agrees to operate under the following policy guidelines unless reasonably necessary to deviate due to exigent or unforeseen circumstances:

1. Whenever the driver or owner specifies a particular club, association or tow service to care for his/her vehicle, the garage or tow service requested shall be called and such calls shall not constitute a rotational tow call.

2. When a driver does not specify a particular garage or tow service, the garage or

EXHIBIT A

SCOPE OF SERVICES
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tow service called shall be taken from the rotational list in numerical order. When more than one vehicle is to be towed from a collision scene and the drivers do not specify a preference, the rotation list shall be followed on the basis of one tow truck for each vehicle utilizing the numerical rotational order. The rotation list shall be followed on a per vehicle basis rather than per collision or call for service. When multiple Contactors are called to the same incident, the distribution of vehicles shall be determined by the police officer at the scene.

3. If the eligible Contractor does not answer the telephone or acknowledge the call via a software dispatch system, is unable to respond, unable to perform the required services, refuses to respond or provide the requested service, or is cancelled due to an excessive response time, that company shall be passed over and shall not be eligible until the Contractor comes up on the rotation list again.

4. It shall be the responsibility of the Contractor to notify the Police Department if it is unable to respond within the required time limit or with the appropriate equipment for the type of service requested.

5. If it is determined, the Contractor is not needed and is cancelled by the Police Department or the vehicle owner, the Contractor shall be placed back on top of the rotation list and no charge shall result from the call.

6. The rotation list shall be used on occasions where an officer stores or impounds a vehicle and the driver or owner is not consulted or is not present.

7. All employees of the Police Department are specifically prohibited from soliciting or recommending any garage or tow service, either directly or indirectly. All officers are directed to ascertain from the party in charge of the vehicle as to their preference of a towing agency. A request of “no preference” by the person in charge will be relayed to dispatch by the officer and will result in a call to the Contractor that is next up on the rotation list.

B. REPORTING PROCEDURES

1. All officers requesting a tow truck from the rotational list for the towing, storing or impounding of a vehicle shall complete the Santa Ana Police Department storage/impound form when required by Departmental policy or procedure. The form shall be signed by both the officer and the driver of the tow truck. A copy of the Santa Ana Police Department storage/impound form shall be given to the tow truck driver prior to the vehicle being towed from the scene.

IV. CONTRACTOR REQUIREMENTS AND RESPONSIBILITIES
A. WORKING HOURS AND RESPONSE TIMES

1. All services under this contact shall be available 24-hours per day, seven (7) days per week, 365-days per year without exception.

2. The Contractor shall also make reasonable accommodations for its personnel to City Council 20 – 48 8/4/2026

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attend meetings with City staff from the Police Department, City Attorney’s Office or any other City Agency as required by the Project Manager.

3. The Contractor shall be required to have a dispatcher on-duty 24-hours per day with the capability to communicate instantly with all trucks and/or drivers assigned to this project.

4. All requests for tow services shall be acknowledged or refused within three (3) minutes by the Contractor’s dispatcher.
a. A 20-minute response time is required for tow requests requiring a Class A tow truck.
b. The Contractor shall be required to comply with this requirement by providing appropriate staffing levels and, if necessary, strategically staging personnel during peak traffic times to allow drivers sufficient time to arrive while complying with all traffic laws and regulations in their response to service requests.
c. For any request requiring a Class B, C or Class D tow truck, the Contractor shall have the necessary equipment on scene within 45 minutes of notification by the Police Department’s Communications Division if a Department employee identifies the need for such equipment or when determined by the Contractor’s employee after responding to the scene and assessing the situation.

5. The Contractor shall be required to have a minimum of one (1) driver on duty 24- hours per day, seven (7) days per week. In addition, the Contractor shall have at least one (1) other driver on-call or stand-by.
a. The contractor is expected to have a Class A, B, C, and D driver available at all times.
b. Contractor is expected to have a Class A, B, C, and D tow truck available at all times.

B. CONTRACTOR AND PROJECT MANAGEMENT REQUIREMENTS

1. The Contractor shall furnish all personnel necessary to fulfill the obligations of this RFP.

2. A list identifying the names of all personnel assigned to work on this project on behalf of the Contractor shall be provided to the City’s Project Manager or designee. This information shall include the name, date of birth, driver’s license number, social security number, business and residence addresses, the Contractor’s Project Manager and secondary supervisor, and all tow truck operators working pursuant to this agreement.

3. The Contractor shall identify the person assigned as the Contractor’s Project Manager for this project. That person shall be available to the City during normal business hours and will be the primary contact between the City and the Contractor on matters relating City Council 20 – 49 8/4/2026

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to the enforcement services provided through this RFP. This person shall have substantial expertise and experience in tow and recovery operations as well as business operations for the company.

4. The Contractor’s Project Manager shall be the primary daily operations contact to the City and as such, shall do the following:
a. Respond to complaints from the Police Department, customers or the community. A copy of any complaints lodged directly with the Contractor regarding services provided under this contract shall be provided to the City’s Project Manager or designee immediately as well as the steps being taking to resolve the complaint and the date a resolution can be expected. A copy of the final disposition shall also be provided to the Project Manager or designee within 15-days unless an extension has been granted in writing prior by the Project Manager.
b. Contact the City’s designee at least once per month to discuss and clarify operational assignments and expectations;
c. Ensure that the Contractor’s personnel perform the duties as required by the RFP; and
d. Prepare and submit monthly reports as required.

5. The Contractor shall be required to designate a second person that may be contacted in the absence of the Contractor’s Project Manager. This person shall also have authority over the Contractor’s personnel and shall be a member of the Contractor’s staff with authority to represent the Contractor on policy matters.

C. CONTRACTOR’S PERSONNEL REQUIREMENTS

1. Each of the Contractor’s employees performing work pursuant to this RFP shall:
a. Be approved by the Project Manager or designee to perform work on behalf of the City.
b. Have ability to read, write legibly, speak and comprehend the English language - Bilingual fluency in Spanish or other language approved on the City’s bilingual list is preferred.
c. Be a minimum of 18 years of age;
d. All tow truck drivers employed by the Contractor and used for this project must be competent and proficient in all aspects of their duties related to tow and recovery services. This requirement shall provide that any tow driver responding to a scene will be capable of safely towing and/or recovering a vehicle under most circumstances without delay.
e. All tow truck drivers employed by the Contractor shall complete an approved tow truck driver training program approved by the California Highway Patrol (CHP) pursuant to their Tow Service Agreement Advisory Committee (TSAAC) prior to performing any work related to this project. Upon selection, proof of successful course completion, the name of the provider and the curriculum taught shall be provided to the Project Manager or designee prior to any driver performing any work on behalf of the City. A list of the 2019-2020 TSACCA training providers may be found in Exhibit 5 of this agreement or in the CHP’s2019-2020 Tow Service Agreement available at
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https://www.chp.ca.gov/ResearchAndPlanningSectionSite/Documents/2019- 2020_TSA.pdf

2. Pass a background and fingerprint check that shall include a review of the employee’s criminal history that would pose a liability for the City including crimes of violence, moral turpitude, theft or unsafe driving practices. Contractor is responsible for providing and running all background checks.

3. The Contractor and all tow truck drivers shall be required to participate in a controlled substance and alcohol testing (CSAT) program and provide proof of enrollment.
a. Drivers requiring a Class A, Class B or commercial Class C (endorsed for hazardous materials transportation) shall participate in a CSAT program as defined in the Code of Federal Regulations, Title 49, Parts 40 and 382. b. Drivers not required to possess a Class A, Class B or commercial Class C license shall also be enrolled in a CSAT program substantially similar to the requirements outlined above.
c. The Contractor shall ensure selection pools for commercial and noncommercial licensed drivers are maintained separately. d. A driver possessing a non-commercial driver’s license who returns with a positive test result shall meet the same reinstatement requirements as a driver required to possess a commercial driver’s license.

4. All employees assigned by the Contractor shall have a valid California driver’s license and remain in good standing with the California Department of Motor Vehicles.
a. Tow truck drivers must possess the proper license class, including endorsements, for any tow truck or combination of tow truck and vehicle they operate in the performance of their duties pursuant to this contract. Tow truck drivers shall remain certified and in compliance with CVC § 12520 at all times. b. The Contractor and all tow truck drivers shall be enrolled in the Employer Pull Notice (EPN) program.
i. The Contractor shall provide a current list of drivers and a copy of the EPN report.
ii. Newly hired tow truck drivers shall be enrolled in the EPN program and proof provided to the Santa Ana Police Department within 30 days of the employee’s hire date.

5. Only employees of the Contractor necessary to complete an assignment shall respond to the scene of a request for service (no spouse, children, animals, etc.).

6. Tow truck drivers shall perform all towing and recovery operations in the safest and most expedient manner possible.

7. Under no circumstances shall a Contractor’s employee carry or be armed with any type of weapon whatsoever while providing service pursuant to this RFP.

8. The Contractor shall provide and pay for all uniforms for contract personnel City Council 20 – 51 8/4/2026

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assigned to work in the field.
a. Uniform specifications shall include the name of the company and the employee’s name affixed to the employee’s shirt.
b. The City’s Project Manager or designee shall review and approve all uniforms.

Uniforms shall fit properly without excessive wear. The uniform must be clean, free of any offensive odors and present a neat appearance. c. All tow truck drivers shall wear appropriate safety garments (e.g. vests, jackets, shirts, retroreflective clothing) in accordance with California Code of Regulations, Title 8, § 1598. If the tow truck driver is working on a Federal-aid highway, the operator shall comply with the guidelines contained in the Federal Code of Regulations, Title 23, Highways, Chapter 1, Federal Highway Administration, Department of Transportation, Part 634, Worker Visibility, which requires high-visibility personal protective safety clothing to be worn that meets the Performance 2 or 3 requirements of the ANSI/ISEA 107-2004.

9. The City’s Project Manager or designee shall conduct the final review of all contract
employees prior to being assigned to perform services related to this project on behalf of the City of Santa Ana. The Chief of Police or his designee has the ultimate authority and discretion regarding personnel working under this contract. The Chief of Police or his designee may remove contract personnel, upon telephone notification to the Contractor.

D. REQUIRED TOW VEHICLES AND EQUIPMENT

1. At a minimum, the Contractor shall possess, maintain and be the listed registered owner of the following classes of tow vehicles (meeting requirements as defined in the most current version of CHP 234B – Tow Truck Inspection Guide):
a. Four (4) Class A tow trucks designed for light duty towing operations. b. One (1) Class B tow truck designed for medium duty towing operations. c. One (1) Class C tow truck designed for heavy duty towing operations. d. One (1) Class D tow truck designed for heavy duty towing operations.

2. The Contractor shall provide a listing of all towing vehicles or any substitute vehicle that may be used pursuant to this agreement. Such list must provide the following information:
a. Make, model, and year.
b. Tow truck classification (e.g. Class A).
c. Vehicle and engine identification numbers.
d. Company identification number.
e. California license number.
f. Company vehicle color(s).

3. The company name, business address, telephone number and tow truck identification number shall be permanently and properly affixed to each vehicle in a manner prescribed pursuant to CVC § 27907.

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4. There shall be no words or language affixed to the vehicle associating the Contractor or the vehicle with the Santa Ana Police Department (e.g. “official police tow”) without the prior written approval of the City’s Project Manager.

5. At no time shall the Contractor exceed the gross vehicle weight rating (GVWR) and/or safe loading requirements of the tow truck, including, but not limited to, exceeding the tow trucks GVWR, front axle weight rating, rear axle weight rating, maximum tire weight ratings, or failure to maintain 50 percent of the tow truck’s unladen weight on the front axle when lifting or carrying a load.

6. The authorized Towing and Storage Fee Schedule shall be posted in public view in all tow trucks.

7. All of the vehicles identified above and used in accordance with this agreement shall be equipped with the minimum equipment required to perform towing operations as well as the equipment pursuant to CVC § 27700 and the “Service and Other Equipment” section of the CHP 234B (Tow Truck Inspection Guide) form. The Contractor may also be required to carry any other safety devices reasonably required by the City.

8. The contractor shall maintain all vehicles and equipment in good repair for use by the Contractor’s employees assigned to perform services pursuant to this agreement. The Contractor shall be responsible for, and pay for all operating expenses, equipment, maintenance and insurance for vehicles assigned to perform work related to this agreement. All tow trucks shall be equipped and maintained in accordance with applicable sections from the California Vehicle Code, Title 13 of the California Code of Regulations, the requirements of this RFP and industry standards.

9. All vehicles shall be kept clean, be free of offensive odors and maintain a professional appearance.

10. All tow trucks shall be inspected annually by the California Highway Patrol and maintain a current Commercial Vehicle Safety Alliance (CVSA) decal. The Contractor shall provide current copies of CHP 234B (Tow Truck Inspection Guide) and CHP 407F (Safetynet Driver/Vehicle Inspection Report) for each vehicle to the City’s Project Manager or designee.

11. The Contractor agrees that the Santa Ana Police Department may inspect any vehicle, without prior notice, at any time during normal business hours.

12. The Contractor shall provide instant communication access via cellular phone or radio to all personnel while performing their duties.

E. GLOBAL POSITIONING SYSTEM (GPS)
It is highly desirable for the Contractor to provide GPS capabilities in all of their tow trucks. If offered for consideration in the Contractor’s Response, the City and City Council 20 – 53 8/4/2026

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Contractor shall be able to view this information via computer in real time and the Contractor shall provide GPS reports at the request of the City.

F. CONTRACTOR’S BUSINESS OFFICE REQUIREMENTS

1. The Contractor will also be required to maintain office hours between 8:00 am and 5:00 pm, seven (7) days a week, 365 days per year so vehicle owners can retrieve stored or impounded vehicles. An applicable gate fee may apply for vehicle releases after normal business hours.

2. The Contractor shall maintain an office and storage facility within the corporate limits of the City of Santa Ana and remain in compliance with any requirements imposed by the Police Department, the Planning Division or any other Department, Agency or Agent of the City of Santa Ana in accordance with federal regulations, state law, the Santa Ana Municipal Code and this agreement.

3. It is preferable that the office and storage facility be at the same location to minimize the impact on the community. However, should additional locations exist, the Contractor agrees to conduct all business from the primary facility and any costs associated with operating a secondary location and/or moving vehicles to or from that secondary location shall not be passed along to any customer covered under this agreement.

4. The primary facility shall have a sign clearly visible to the public that identifies the location as a towing service.

5. The business hours shall be clearly posted.

6. The office shall be sufficiently staffed to allow customers to speak with a company representative during normal business hours without unnecessary delay.

7. Current and approved rates pursuant to the Towing and Storage Fee Schedule shall be posted
in public view in the Contractor’s office and/or storage facility in compliance with California Civil Code § 3070 and CVC § 22651.07.

8. The Contractor shall comply with the provisions of CVC § 22651.1.

9. The Contractor shall maintain records of all tow services furnished by the Contractor at the primary office location.
a. Invoices shall contain the required itemized information pursuant to CVC 22651.07(e).
b. Itemized invoices shall contain a distinct notice upon the invoice stating, “Upon request, you are entitled to receive a copy of the “Towing Fees and Access Notice.” This notice shall be contained within a bordered text box, printed in no less than 10-point type pursuant to CVC 22651.07(a)(1)(B)(3).

10. The operator’s primary business office shall also maintain business records City Council 20 – 54 8/4/2026

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relating to personnel, insurance, personnel taxes, payroll, applicable operating authorities, local operating authorities, lien sale actions, driver’s record of duty status (intrastate and/or interstate), and Federal Communication Commission licensing (if applicable).

11. The Contractor agrees that a representative from the Santa Ana Police Department may inspect all business records, facilities and vehicles without notice during normal business hours.

12. The Contractor shall permit the Santa Ana Police Department to make copies of business records at their place of business or remove business records for the purpose of reproduction.

13. Lien fees, or any fees related to the preparation of a lien, shall not exceed the amounts allowable in the Towing and Storage Fee Schedule, attached hereto as Exhibit 4, and in compliance with all relevant provision of the California Vehicle Code and California Civil Code.

I. STORAGE FACILITY AND VEHICLE STORAGE REQUIREMENTS

1. It is preferable that the storage facility is located at the same location as the primary business office. However, if located at a different location than the main office, the storage facility can be within the corporate limits of the City of Santa Ana or no further than three (3) miles from the corporate City limit and have an on-site release office at all storage lots. Persons seeking to take possession of their vehicle or property shall not be required to travel to more than one location to recover their vehicle from the Contractor’s custody.

2. The storage facility and all vehicles towed at the direction of the City shall be made available to police personnel 24-hours per day, 7-days per week.

3. The entire storage lot must be sufficiently well lit to deter theft. Other theft deterrent devices (e.g. cameras, alarms, on-site personnel, etc.) are highly desirable.

4. The storage lot must be completely secured by a wall or fencing and a gate that is able to be locked to maintain security for stored and impounded vehicles. The minimum height requirement for the fence and gate shall be six (6) feet.

5. The storage lot shall be large enough to hold a minimum of 100 vehicles at any given location. This requirement is the minimum area reserved for Santa Ana vehicles and additional space is highly desirable. All vehicles towed by the City shall be stored within the corporate city limits and the vehicle or any of its contents shall be made available for release within the corporate city limits. If multiple storage facilities are maintained, the Contractor shall only use the secondary lot when the primary lot is full and shall not charge for transportation beyond that of the main storage facility.

6. The Contractor shall also provide an inside storage facility, which must consist of four walls with a solid roof and a door equipped with a locking device. Additional security features are highly desirable. This facility shall be sufficient to reasonably protect vehicles from theft, tampering, weather, environmental conditions or any City Council 20 – 55 8/4/2026

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other circumstances that could cause the removal or contamination of evidence.

Access to this area by employees or other individuals shall also be restricted. This facility shall be capable of storing a minimum of four
(4) mid-sized vehicles for the City of Santa Ana and sufficient space to conduct forensic analysis of the vehicle on-site if necessary.

7. Vehicles impounded pursuant to CVC § 10751 shall be placed in an area of the storage facility that will provide sufficient space and privacy, allowing auto theft investigators to perform a vehicle inspection without delay. This requirement shall be required for the first ten (10) days of impound.

8. Vehicles will not be released, sold or dismantled until a signed release form has been obtained from the Santa Ana Police Department. The signed release form will be kept by the towing company as proof of authority for the release.

9. Release forms are required for impounded vehicles and vehicles with a “hold” placed on them by police department personnel. The release form will indicate they are from the Santa Ana Police Department and shall only be signed by authorized members of the Police Department.
a. Stolen vehicles recovered by the Police Department will be released to the victim/owner by the Contractor with proof of ownership. Unless specifically noted, no release will be required from the Police Department. b. Stolen vehicles recovered by the Police Department requiring further investigation as determined by the handling officer will be impounded pursuant to CVC § 22655.5, thereby placing a hold on the vehicle. The impound box will be marked along with an explanation in the narrative. These vehicles will not be released until the victim/owner obtains a release from the Police Department. c. If the owner of the vehicle is unable to prove ownership to the tow agency, they will be referred to the Santa Ana Police Department and a release will be issued once ownership is established.
d. If a registered owner is unable to retrieve their vehicle from storage, a vehicle authorization form shall be provided by the Contractor to the person authorized to pick-up the vehicle. The authorized recipient, on behalf of the registered owner, will be required to provide identification for the Contractor to photocopy (front/back).

10. When a vehicle is impounded, the towing company will place the word “hold” or other similar notation on the windshield of the vehicle. This is to minimize unauthorized contact with the vehicle and to provide control measures to prevent the inadvertent release.
a. The responsibility for determining and placing the word “hold” or other similar notation on the windshield of the vehicle will be the responsibility of the Contractor at the time of vehicle possession. The Contractor’s employee signature on the storage/impound report will acknowledge an understanding of the type of report completed by the officer and any necessary holds. The Contractor should clarify any misunderstandings or omissions on the report at this time.

11. Vehicles towed or stored with an “evidence hold” shall not be touched, moved or City Council 20 – 56 8/4/2026

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tampered with in any manner without the written consent of the City’s Project Manager or designee.

12. The Contractor agrees to tow and store vehicles taken pursuant to an “evidence hold” as defined in CVC §§ 22655.5 or 22655(a) without charge to the City and agrees to release the vehicle to the owner at the City’s request. The initial towing fee shall be billed to the owner of the vehicle. Unless waived in whole or in part by the City’s Project Manager, the tow company may pursue collections from the registered owner for the initial towing fees. Furthermore, the Contractor may attempt to collect these fees, or make arrangements to collect these fees, at the time of release but shall not hold the vehicle in lieu of payment unless specifically authorized by the City’s Project Manager or designee.

13. In any case where the Police Department inadvertently and/or erroneously causes the impound or storage of a vehicle, or fails to properly notify the owner in a timely manner, the Contractor agrees to release the vehicle at the request of the City’s Project Manager or designee and waive all fees or charges associated with the tow.

14. Any personal property released from a vehicle shall occur at the business office or primary storage facility and shall require authorization from the Police Department.

All property shall be released pursuant to CVC § 22851(b) and CVC § 22651.07.

Personal property includes any property not affixed to the vehicle (e.g. clothes, cell phones, papers, pull-out / detachable face radios, etc.) J. CUSTOMER SERVICE
Contractor shall provide service which is accessible, courteous, responsive, timely, equitable and given in the spirit of professionalism and mutual respect. Contractor’s personnel are a reflection of the City of Santa Ana and, as such, are expected to:

1. Interact with customers and City officials, whether in person or on the phone, in a pleasant, respectful and professional manner.

2. Give full attention to each customer’s needs by asking questions. Provide information, products and service in an accurate, organized and complete manner.

Determine that the customer’s request has been fulfilled.

3. Maintain a professional demeanor at all times that is free from rude, discourteous or harassing behavior.

4. Comply with all federal, state, county, and city laws and regulations.

5. Use adequate equipment that is kept clean and neat at all times.

6. Train other Contractor employees to be polite and courteous during public contact.

7. Employ truth and accuracy in reporting customer service records City Council 20 – 57 8/4/2026

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K. RATES AND FEES
Notwithstanding other provisions of this agreement related to rates and fees, the Contractor agrees to comply with the following provisions as they relate to rates and fees charged in accordance with this agreement:

1. For services provided pursuant to this Agreement, the Contractor shall collect towing, storage and other service fees from the vehicle owner at the time of release. Said fees shall comply with the Santa Ana Police Department’s Towing and Storage Fee Schedule, attached hereto as Exhibit 4, and incorporated by this reference.

2. The Contractor acknowledges that the fee schedule is intended to list the maximum amounts for services rendered but nothing in this Agreement shall preclude the Contractor from charging less than the maximum fee allowed.

3. Nothing shall prohibit a Contractor from sending a Class B, C or D tow truck to a call requiring a lighter class tow truck to perform requested services. However, the Contactor acknowledges that fees may only be charged for the class necessary to perform the requested services and not necessarily for the class of tow truck dispatched to the call.

4. No fees may be charged for personnel, equipment or services reasonably necessary to perform the required service.

5. No lien shall be placed on the vehicle for services performed or initiated, and subsequently cancelled on-scene by the Santa Ana Police Department, unless the Contractor has presented a written statement to the vehicle’s registered owner or agent for the signed authorization of services to be performed pursuant to Civil Code § 3068(a).
a. The Contractor shall not attempt to take possession of a vehicle in order to establish a lien for any services performed or initiated and subsequently cancelled.
b. The Contractor shall not bill the City of Santa Ana or Santa Ana Police Department for any services performed or initiated, and subsequently cancelled by the department. However, in such cases, the incident shall not be considered a rotational call and the Contractor shall be returned to the top of the rotation list.

6. The Towing and Storage Fee Schedule shall be posted in the business offices, storage facilities and tow trucks pursuant to CVC § 22651.07.

7. Rate adjustments may be considered based on the criteria in Section VI of the Scope of Services, Subsection B, 4, located below.

8. Contractor’s failure to comply with the Towing and Storage Fee Schedule shall be subject to disciplinary action.

9. The Contractor shall not seek payment from the City of SantaAna for services provided pursuant to this Agreement. However, the City shall be responsible for the following charges ordered by the City pursuant to this Agreement:
a. Collision cleanup pursuant to Section IV, Subsection N, below; City Council 20 – 58 8/4/2026

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b. Other services authorized by the City’s Project Manager prior to the performance of said duties.

L. MISCELLANEOUS PROVISIONS

1. The Contractor shall have a Carrier Identification and a valid Motor Carrier Property (MCP) permit, which shall be provided to the City’s Project Manager or designee. The expiration or suspension of the MCP shall result in immediate suspension from the rotation list as well as possible disciplinary action.

2. There may be times when the Contractor comes across a vehicle blocking the roadway although not assigned to the call or next on the rotation list. At the discretion of the officer at the scene, the Contractor may be directed to assist in moving the vehicle to the side of the roadway only. This service shall be provided without cost to the City or vehicle owner, and shall not affect the Contractor’s position on the rotation list.

3. The Contractor shall be held accountable for all vehicles, personal property and vehicle accessories once the vehicle is in the possession of the driver and/or stored at their facility. The Contractor agrees to relieve the City, its officers, agents and employees of all responsibility once the vehicle is in the custody of the Contractor.

4. There shall be no photography or video recording at the scene of a tow or collision by the Contractor or any employee unless directly related to the towing operation.

Photographs or video recordings shall only be directed at vehicles or the area immediately surrounding the vehicle but in no case shall capture any image of a person(s) injured or killed at the scene.

5. The Contractor, nor any employee of the Contractor, shall accept from any person or offer a gratuity to any member of the City in violation of CVC § 12110(a) and the City’s gift ban ordinance.

6. The Contractor shall remain in compliance with CVC § 10652 as required.

7. Due to the negative perception of Private Party Impounds (PPI’s) and the nexus to predatory towing practices, whether actual or perceived, the City of Santa Ana and the Santa Ana Police Department have an interest in ensuring any Contractor working on its behalf is not associated with these practices. In addition, tow companies that engage in PPI’s are subjected to complaints and investigations on a more frequent basis than those that do not participate in this facet of the towing business. Therefore, the City strongly discourages any Contractor assigned to the rotational tow list from engaging in PPI’s within the corporate limits of the City of Santa Ana. Subject to the investigative process outlined in the RFP, any company found to be in violation of PPI regulations including, but not limited to, applicable sections of CVC § 22658 or any other laws or regulations associated with PPI’s shall be subject to suspension or immediate removal from the rotation list for sustained complaints or convictions for violations of the law.

M. UTILIZATION OF DISPATCH AND TRACKING SOLUTIONS SOFTWARE The City currently does not use dispatch and tracking software for rotational towing administration.

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The Contractor must be willing to enter into a separate agreement, contract, or license if the City acquires the use of dispatch and tracking software or any other software solution implemented by the City, with the owner of that proprietary software. The City shall not provide the software program, any licensing or sub- licensing thereof or any intermediary services for the procurement by the Contractor of the software program.

This Contract shall not be executed by the City until the Contractor has demonstrated to the City’s Project Manager or designee satisfactory compliance with the requirements set forth herein. The Contractor shall be liable for all fees, charges, rates and service charges required for the procurement and use of dispatch and tracking software or any similar software solution.

N. RESPONSIBILITIES WHEN RESPONDING TO CALLS FOR SERVICES

1. When the Contractor is called to the scene of a vehicle tow or a collision scene, the Contractor’s employee will clean-up all debris at the scene in accordance with CVC § 27700 without charge to the City.
a. Police employees should not call a rotational tow to the scene of a collision for the sole purpose of cleaning up debris. However, should this occur or become necessary, the Contractor may bill the City for the cost of the response in accordance with the City’s Towing and Storage Fee Schedule.

O. PERFORMANCE DURING INCLEMENT WEATHER OR DISASTERS

1. The Contractor acknowledges that the services provided under this contract are integral to the operations of the City of Santa Ana and the Santa Ana Police Department. Therefore, the Contractor agrees to perform the duties of this contract regardless of weather or other adverse conditions including, but not limited to, any disasters whether man-made or acts of God.

2. During periods of inclement weather or disaster, the Contractor shall agree to adjust staffing levels to meet the increased demands for service during these times.

3. Should the Contractor be unable to fulfill their responsibilities under the conditions described in this section, the Contractor shall be responsible for any and all costs incurred by the City should the need to hire outside contractors become necessary to meet the needs of the Police Department due to the Contractor’s default.

P. PROTECTION OF THE PUBLIC AND DAMAGES TO EXISTING STRUCTURES

1. The Contractor shall exercise due care and caution at all times for the protection of all persons and property. All fines, penalties and/or repair charges resulting from the Contractor’s actions shall be the sole responsibility of the Contractor.

2. Understanding that the Contractor will respond to calls involving traffic collisions or traffic hazards, and pursuant to CVC § 22513, the Contractor shall only place or use equipment to block vehicle traffic lanes or render assistance to a motorist while City Council 20 – 60 8/4/2026

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exercising due care for the safety of the tow truck driver, the motorist and the motoring public. Tow truck drivers should be trained in scene management in accordance with this section. The Contractor shall ensure that all appropriate traffic safety warning devices are utilized as deemed necessary.

3. Contractors will be required to respond to calls where vehicles have collided with other objects and may have already caused damage to varying degrees. The methods proposed by the Contractor for towing and recovery services shall be reasonable and consistent with industry standards, best practices, and in a manner that shall not cause unnecessary additional harm, deface or damage any City or private property. In the event that damage to the City’s right-of-way or private property has occurred due to the negligence of the Contractor, the Contractor shall be solely responsible for its repair or replacement in excess of the amount covered by the required insurance.

Q. RECORDS

1. The Contractor shall keep accurate records concerning all vehicle tows, vehicle storages and vehicle releases or disposition.

2. In addition, the Contractor shall maintain accurate records of his/her employees or agents and provide the City with names and telephone numbers of emergency contact employees.

3. The Contractor shall complete a report each calendar month indicating the number of calls for service, the number of vehicles towed, the number of vehicles in storage (regular and secure) and their current status, vehicles released, vehicles sent to lien sale, the status of any other vehicles or services rendered by the Contractor on behalf of the City, GPS information (if requested by the City) or any other information as may be required by the City’s Project Manager or designee.

4. A phone log will be submitted monthly of all calls from the Santa Ana Police Department to the Contractor, identifying whether or not those calls required a request for service, and a description of the action taken as a result of the call.

5. The Contractor shall provide monthly customer service phone logs from the public, indicating name, date, time and phone number of caller, reason for the call, any specific requests, the Contractor’s response or action, and the amount of time required to address request. Such logs shall be accurate and truthful.

6. The Contractor shall permit the City to inspect and audit its books and records regarding City provided services at any reasonable time.

R. AUDITS AND INSPECTIONS
The Chief of Police or his designee shall conduct regular audits and inspections of the Contractor(s) assigned to this project to ensure they are fulfilling their responsibilities in accordance with the terms and conditions of this agreement. All work found during such audits or inspections to be substandard or failing to conform to the requirements of this agreement shall be corrected immediately by the Contractor and the City shall have City Council 20 – 61 8/4/2026

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the right to immediately suspend the Contractor from the rotation list until the issue(s) is/are corrected. Failure to correct, as set forth in Section 13, Subsection b, of the Agreement may result in termination of the contract.

S. INVESTIGATION OF ALLEGED VIOLATIONS, RULES, OR TERMS AND

CONDITIONS OF AGREEMENT
Whenever an alleged violation is lodged against a Contractor or initiated by the Police Department, the Traffic Commander shall assign a supervisor from the Traffic Division to investigate any allegations. A fair, impartial and comprehensive investigation shall be conducted and the findings documented for review. To the extent required by law, the Contractor shall cooperate fully in the investigation and provide any documentation requested by the investigator to assist in making a finding. In addition, the Contractor shall be given the opportunity, either orally or in writing, to respond to the complaint at the point deemed appropriate by the investigator. The City expects that the Contractor will demonstrate professional business practices and truth in reporting as it relates to any records or information requested.

Violations shall include, but not be limited to, situations such as poor customer service, failure to comply with non-safety related terms of the agreement, or minor equipment or facility deficiencies, situations involving honesty, integrity, safety, security, gross overcharging of a customer or a pattern of overcharging, failure to comply with the provisions of CVC § 22658 as it relates to PPI’s, criminal violations involving such crimes as DUI, drug related offenses, theft, or any other crimes involving moral turpitude, or significant, repeated or flagrant violations of this agreement.

If it is determined that criminal charges are appropriate, the assigned investigator shall document the incident on a crime report and present the case to the appropriate prosecuting authority for review.

Based on the nature and seriousness of the misconduct being investigated, the Chief of Police may temporarily suspend the Contractor, or its agent individually, from the rotation list until the investigation is completed and a proper disposition is reached.

The standard for sustaining a violation made against the Contractor or the Contractor’s agent shall be a preponderance of the evidence, regardless of the nature of the violation. Other investigative findings may include unfounded (false or factually incorrect), exonerated (action occurred but was lawful or within the terms of this agreement) or not sustained (inconclusive due to insufficient evidence or independent witnesses).

All alleged violations shall be forwarded to the Traffic Commander for review.

Upon a determination of a sustained violation, a recommendation for discipline shall be made, if appropriate.

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T. DISCIPLINARY ACTION
The Contractor agrees that failure by the Contractor, or its agent, to comply with the law or terms and conditions of this agreement shall be cause for disciplinary action.

However, nothing in this agreement shall preclude the City from taking appropriate enforcement action for violations of the law. Within 60 days of receipt of an alleged violation, the Traffic Commander shall review the findings of the investigation and recommend disciplinary action, if appropriate. The Traffic Commander shall take into account the nature of the alleged violation, the findings of the investigation, past violations made against the Contractor, and/or sustained against the Contractor, and past practice of the Department to maintain equitable treatment of all Contractors assigned to the rotational tow list. Depending on the nature and complexity of the sustained violation, the Traffic Commander may allow the Contractor or designee to provide a brief written statement for consideration and/or may contact Contractor to ask additional questions.

Disciplinary action shall typically be progressive in nature and based on the Contractor’s record during the previous 5 years from the date of the sustained violation. Therefore, multiple violations for similar offenses, regardless of their severity, will result in increased disciplinary action. However, this does not preclude the Traffic Commander from recommending more serious disciplinary actions where violations have been committed or there are aggravating factors associated with the misconduct.

The following actions may be recommended:

1. No further action.

2. Issue a written warning.

3. Impose a suspension for violations (1 to 30-days).

4. Impose a suspension for significant, flagrant, repeated, or multiple violations (30 to 90- days).

5. Termination of the contract for cause and immediate removal from the rotation list.

The Contractor shall be notified in writing of the City’s intent to impose disciplinary action. The Traffic Commander shall have the authority to impose discipline up to and including the imposition of a suspension for violations as long as the suspension does not exceed 30-days in length. However, nothing in this article shall preclude the Traffic Commander from reducing the recommended discipline based on mitigating factors. Recommended suspensions exceeding 30-days in length or termination from the rotation list shall be approved by the Field Operations Bureau Commander prior to imposition.

The Traffic Commander may recommend to the Chief of Police the immediate termination of this agreement if the conduct of the Contractor, or its agents, are determined to pose a danger to the public, have an excessive number of violations that tax the investigative resources of the Police Department, or the Contractor’s actions reflect negatively upon the City.

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U. RIGHT TO APPEAL
Upon receipt of a notice to impose disciplinary action, the Contractor shall have the right to submit a written appeal within ten (10) business days to the Field Operations Bureau Commander.

Upon receipt of the written appeal, the Field Operations Bureau Commander shall issue their findings in writing within ten (10) business days. Upon receipt of the Field Operations Bureau Commander's finding(s), if the Contractor disagrees with the findings, the Contractor's final remedy is submitting a written final appeal to the Chief of Police with a copy to the Traffic
Commander. Upon receipt of the Contractor's final written appeal, the Chief of Police shall issue a written decision within (10) business days. The decision of the Chief of Police shall be final.

Disciplinary action shall not be imposed until the appeal process has been exhausted.

However, if the conduct of the Contractor is deemed to be so egregious or poses a danger to public safety, the City may exercise its right to immediately suspend the Contractor as set forth in this agreement. Failure to submit a written appeal will waive the Contractor’s right to further appeal and disciplinary action shall be imposed.

In the event the City serves the Contractor with Notice of Termination from the Contract and the Contractor seeks an appeal, the contractor will retain its position on the rotation and disciplinary action will be delayed pending the appeal process. In the event the CITY elects to modify the discipline imposed on the Contractor, the Contractor agrees they shall not be entitled to recover any costs, compensation, damages, losses, and/or expenses of any type or description from or file a claim against the City, its officers, employees, and appointees, arising out of or related to, in any manner, a violation alleged against, or discipline imposed upon the Contractor.

V. SUPERVISION OF CONTRACT AND MEETINGS WITH CITY
All work shall meet with the approval of the Santa Ana Police Department. As determined necessary by the City, there shall be a minimum of one monthly meeting with the Contractor and the City representative during the first year to determine progress and to establish areas needing attention. Status reports of activities performed by the Contractor will be submitted in writing to the City on a monthly basis or as determined necessary by the City.

Any specific problem area which does not meet the conditions of the specifications set forth in Exhibit A or the Agreement shall be called to the attention of the Contractor and if not corrected, may result in the Contractor being found in default of this agreement which may result in suspension from the rotation list until the issue(s) is/are correct in a manner satisfactory to the City or termination of the Agreement.

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EXHIBIT B

COMPENSATION
Fee Proposal including hourly rates if applicable
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EXHIBIT C

INSURANCE REQUIREMENTS
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FOR PROPOSER’S REFERENCE ONLY
Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages:

MINIMUM SCOPE AND LIMIT OF INSURANCE
Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence and $4,000,000 aggregate. • Commercial Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, provided that such policy is endorsed for business use and provides coverage with a minimum limit of $1,000,000.

Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers’ Compensation (WC): as required by the State of California, with statutory limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. Contractor attests that its workers’ compensation coverage extends to all persons who will be working with the City under the agreed scope of services.
• Garagekeeper’s Legal Liability: with a limit not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate.

Suppose Contractor maintains broader coverage and/or higher limits than the minimums shown above. In that case, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

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

1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. CGL, AL, and WC policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City.

3. All required insurance policies: For any claims related to this contract, Contractor’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

EXHIBIT 3 –

INSURANCE REQUIREMENTS
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FOR PROPOSER’S REFERENCE ONLY

5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention:
(Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate.

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

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

Verification of Coverage
Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

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

Subcontractors
Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors.

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

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