Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
FULL PACKET_2015-11-17
MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA NOVEMBER 3, 2015 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:14 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VINCENT F. SARMIENTO, Mayor Pro Tern (5:30 p.m.) ANGELICA AMEZCUA P. DAVID BENAVIDES (5:27 p.m.) MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO (5:17 p.m.) COUNCILMEMBERS Absent: NONE STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:14 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: CITY COUNCIL MINUTES 1 NOVEMBER 3, 2015 1 0A -1 2. 3. Cl 1. Michael Fuller v. City of Santa Ana; Workers' Compensation Appeals Board cases 1) ADJ8184107; 2) ADJ8183731; 3) ADJ8182225; 4) ADJ8164727; 5) ADJ8933396; and 6) ADJ9214649 2. Donald Bray v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ9219247 3. 1901 First Street Owner. LLC v. Tustin Unified School District; Case No.: 30- 2015- 00803234 -CU -W M -CJC 4. Santa Ana Police Officers Association & Corey Slayton v. City of Santa Ana, United States District Court Case No. 8:1 5-cv-01 280-DOC-DFM LIABILITY CLAIMS pursuant to section 54956.95 of the Government Code: Claimant: 1901 First Street Owner, LLC CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: Negotiators: Bristol Coalition Properties 1411 N. Bristol -Owner Lee; 1415 N. Bristol -Owner Gonzales; 1417 N. Bristol -Owner Zambrano; City Manager David Cavazos CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiator: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Officers Association (POA) Santa Ana Police Management Association (PMA) Service Employees' International Union (SEIU) Full -Time Employees Service Employees' International Union (SEIU) Part -time Civil Service Employees Confidential Association of Santa Ana (CASA) CITY COUNCIL MINUTES 2 NOVEMBER 3, 2015 1 0A -2 Santa Ana Management Association (SAMA) Agency Negotiator: City Manager, David Cavazos Employee Organizations: Executive Management (EM) 5. PUBLIC EMPLOYEE - PERFORMANCE EVALUATION pursuant to Section 54957(b)(1) of the Government Code: Title: City Attorney CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 6:19 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 3 NOVEMBER 3, 2015 1 0A -3 REGULAR OPEN MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 6:20 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VINCENT F. SARMIENTO, Mayor Pro Tern ANGELICA AMEZCUA P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS COUNCILMEMBERS Absent: NONE STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council AMBER G. PEREZ, KENNEDY ELEMENTARY ERIC WAKELING, POLICE CHAPLAIN EMPLOYEE SERVICE AWARDS presented by MAYOR PULIDO to: 25 YEARS OF SERVICE Jason P. Clemente, Water Services Meter Repairer II, Public Works Agency Gerardo R. Mouet, Executive Director; Parks, Recreation and Community Services Sandra Reafleng, Senior Office Specialist, Finance and Management Services Agency David Valentin, Police Captain, Police Department CITY COUNCIL MINUTES 4 NOVEMBER 3, 2015 1 0A -4 CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER REYNA to the following individuals for being a strong community leader in the field of sports in the City of Santa Ana: Frank Alvarado; Larry Arason; Isaac Curtis; Earl Engman; Harry Evans; Steve Fryer; Scott Glabb; Lucy Guerrero; Bruce Hamlin; Marvin Jones; Dr. Robert Olvera; Bill Ross; Charlie Shaw; Garry Templeton; Jeff Watts; Jerry Witte. CLOSED SESSION REPORT CLOSED SESSION REPORT - See Agenda Item 19A for Closed Session Report. CONSENT CALENDAR ITEMS MOTION; Approve staff recommendations on Consent Calendar Items 10A through 31A, with the following modifications: • Councilmember Martinez, pulled Agenda Item 10A for separate action; and • Mayor Pro Tern Sarmiento, pulled Agenda Item 29A for separate discussion. MOTION: Sarmiento SECOND: Amezcua VOTE: AYES: Amezcua, Benavides, Pulido, Martinez, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Reyna(1) Items removed for separate action or modified are highlighted. Separate actions show the actual vote. Items without votes are adopted as part of the consent motion. ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE 'REGULAR MEETING OF OCTOBER 20, 2015 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office Councilmember Martinez, requested reconsideration of Agenda Item 65A on the October 20, 2015 City Council Agenda. Noted that vote on item c (Approve Santa Ana Regional Transportation Center's maintenance and CITY COUNCIL MINUTES 5 NOVEMBER 3, 2015 1 0A -5 improvements (Maintenance, Safety /Liability, Tenant space, signage in the amount of $3,800,000 pending completion of city -wide credit analysis indicating the use of the Economic Investment funds would have no adverse impact on the City's credit rating) was not seconded, thus vote not valid. She noted for the record that she would not support use of reserve funds to fill the gap if City's credit rating not approved. Opined that item should have be agendized as a separate matter since not related to surplus funding. City Manager Cavazos, noted that proposed project would be funded with Economic Uncertainty funds which is in excess of the reserve funds and will proceed only if the credit analysis and credit necessity done, but not part of the reserves. Councilmember Benavides, asked if absent a second maker of a vote if it invalidates the action. City Attorney Carvalho, recommended bringing back the second half of the item for a revote since it did not include a second on the motion or a correction can also be noted for the record. City Manager reported that there was no rush on the matter and be brought back for reconsideration. Mayor Pro Tern Sarmiento, requested clarification on any restrictions as they related to funds above and beyond reserves. Finance and Management Services Executive Director Gutierrez, indicated that Economic Uncertainty Funds are over and above the 20% General Reserve Funds; account set up in the event of economic downturn; matter in question would require City Council approval in the form of an appropriation adjustment. City Attorney Carvalho, held that Economic Uncertainty Funds has a policy; staff to outline process. City Manager Cavazos, clarified that credit analysis to be completed in January; will return to City Council for consideration. MOTION: Reconsider Agenda Item 65A(c); approve Minutes with correction. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Tinajero, Sarmiento (7) CITY COUNCIL MINUTES 6 NOVEMBER 3, 2015 1 0A -6 NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) BOARDS / COMMISSIONS / COMMITTEES 13A. COUNCIL COMMITTEES — AGENDA AND MINUTES {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION: Receive and file. NAME MEETING DATE Legislative 10/19/2015 Parks, Recreation, Education & Youth (PREY) 10/26/2015 MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve, as follow: CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: 1. Michael Fuller v. City of Santa Ana; Workers' Compensation Appeals Board cases 1) ADJ8184107; 2) ADJ8183731; 3) ADJ8182225; 4) ADJ8164727; 5) ADJ8933396; and 6) ADJ9214649; Approves settlement in the amount of $150,000 by a vote 4 -0 (Tinajero, Benavides and Sarmiento absent). 2. Donald Bray v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ9219247; Approves settlement in the amount of $55,890 by a vote 4 -0 (Tinajero, Benavides and Sarmiento absent). 196. EXCUSED ABSENCES — None 19C. QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES (JULY 2015 — SEPTEMBER 2015) {STRATEGIC PLAN NO. 5, 3} - Community Development Agency CITY COUNCIL MINUTES 7 NOVEMBER 3, 2015 1 0A -7 Community Redevelopment and Housing Commission approved recommended action on October 14, 2015, by a unanimous vote of 5 -0. MOTION: Receive and file. 19D. STATUS REPORT - REPAIR OF SIDEWALK AND REPLACEMENT OF PARKWAY STREET TREES ON CABRILLO PARK DRIVE {STRATEGIC PLAN NOS. 6, 1 B, 1 C & 1 G) - Public Works Agency MOTION: Receive and file. 19E. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY REPORT FOR OCTOBER 2015 {STRATEGIC PLAN NO. 5, 1) - Public Works Agency MOTION: Receive and file. BUDGETARY MATTERS SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 15 -081 — PURCHASE AND INSTALLATION OF SODIUM HYPOCHLORITE GENERATION UNITS FOR DRINKING WATER (STRATEGIC PLAN NO. 6, 1C) (Public Works Agency) - Finance & Management Services MOTION: Award a contract to Process Solutions, Inc., subject to non - substantive changes approved by the City Manager and the City Attorney, for a three -year period expiring October 31, 2018, with provisions for two one -year renewals exercisable by the City Manager, in an annual amount not to exceed $600,000, for a total amount not to exceed $3,000,000, including all approved renewals. 22B. SPEC. NO. 15 -076 - SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) NETWORK TO MONITOR AND AUTOMATE WATER PRODUCTION FACILITIES {STRATEGIC PLAN NO. 6, 1C) (Public Works Agency) - Finance & Management Services MOTION: 1. Reject the bid from Coast Pneumatics as nonresponsive to the specifications. CITY COUNCIL MINUTES 8 NOVEMBER 3, 2015 1OA -8 2. Award contracts for SCADA network Programmable Logic Controller, programming services, subject to non - substantive changes approved by the City Manager and City Attorney, for a one -year period expiring October 31, 2016, with provisions for three one -year renewals exercisable by the City Manager, in an annual amount not to exceed $85,000, for a total maximum not to exceed $340,000, including all renewal options, with the following vendors: Vendor Location ACS Engineering, Incorporated Irvine Beavens Systems, Incorporated Torrance CPC Powertec, Incorporated Rancho Santa Margarita 22C. SPEC NO. 15 -109 — UPGRADE THE DURESS ALARM SYSTEM UPGRADE AT THE SANTA ANA DETENTION FACILITY - {STRATEGIC PLAN NO. 6, 21 Police Department - Finance & Management Services MOTION: Authorize a one -time purchase and payment of purchase order to Primary Systems in an amount not to exceed $50,000, subject to non - substantive changes approved by the City Manager and City Attorney. AGREEMENTS 25A. AGMT NO. 2015 -243 - APPROVE OPTION TO PURCHASE AGREEMENT FOR SALE AND SUBSEQUENT RENOVATION AND REUSE OF THE YMCA PROPERTY AT 205 WEST CIVIC CENTER DRIVE {STRATEGIC PLAN NO. 3, 5A} - Community Development Agency MOTION: Authorize the City Manager and City Attorney to approve an Option to Purchase Agreement on behalf of the City of Santa Ana with St. Joseph Health System for the sale and subsequent renovation and reuse of the YMCA property located at 205 W. Civic Center Drive, subject to non - substantive changes approved by the City Manager and City Attorney. 25B. AGMT NO. 2015 -244 - ON- THE -JOB TRAINING DEVELOPMENT SERVICES FOR BRIDGES TO ENGINEERING PROGRAM {STRATEGIC PLAN NO, 2, 4131 - Community Development Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Network Kinection, LLC for a one -year period ending June 30, 2016 in an amount not to exceed $127,028.82, CITY COUNCIL MINUTES 9 NOVEMBER 3, 2015 1 0A -9 subject to non - substantive changes approved by the City Manager and City Attorney. 25C. AGMT NO. 2015 -245 - MAIL PROCESSING SERVICES {STRATEGIC PLAN NO. 7, 51 - Finance & Management Services MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Pitney Bowes Presort Services, Inc., subject to non - substantive changes approved by the City Manager and City Attorney, for a three -year period beginning November 3, 2015 and expiring October 31, 2018, in an amount not to exceed $20,000 annually, with provision for two, one -year extensions exercisable by the City Manager and City Attorney. 25D. AGMT NO. 2015 -246 - DIGITAL CONTENT HOSTING AND DISTRIBUTION — E- BOOKS, E- AUDIOBOOKS AND VIDEO STREAMING "E- LIBRARY" {STRATEGIC PLAN NO. 5, 4B} - Parks, Recreation & Community Services Agency MOTION. Authorize the City Manager and Clerk of the Council to execute an amendment with Overdrive, Inc., increasing the compensation by $25,000 for a total annual amount of $50,000, for the remaining term of February 27, 2013 through February 27, 2016, and renewal term of February 28, 2016 through February 28, 2018, subject to non - substantive changes approved by the City Manager and the City Attorney. 25E. AGMT NO. 2015 -247 - MEMORANDUM OF UNDERSTANDING WITH THE POLICE OFFICERS ASSOCIATION (POA) (STRATEGIC PLAN NO. 7, 6) Personnel Services Agency Ilya Tseglin, concerned that police department failed to take report of alleged abuse and neglect at group home. Robert Tseglin, spoke of need for police oversight. MOTION: Authorize the City Manager and Clerk of the Council to execute a Memorandum of Understanding with the Police Officers Association, subject to non - substantive changes approved by the City Manager and City Attorney, regarding wages and other terms and conditions of employment for a two -year period ending June 30, 2017 for a total cost of $4,740,000. 25F. AGMT NO. 2015 -248 - PARKING MANAGEMENT PLAN CONSULTING SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CITY COUNCIL MINUTES 10 NOVEMBER 3, 2015 1 0A -10 CENTER (SARTC) {STRATEGIC PLAN NO. 6, 1C) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with IBI Group, subject to non - substantive changes approved by the City Manager and City Attorney, for a term expiring June 30, 2016, in an amount not to exceed $35,000. MISCELLANEOUS - BUDGET 29A. AGMT NO. 2015 -249 -,PRE-LOAN COMMITMENT FOR AFFORDABLE HOUSING AT 1666 NORTH MAIN STREET {STRATEGIC PLAN NO. 5, 3A; 3C) - Community Development Agency Staff report presentation by Community Development Agency Executive Director Reenders. Request for Proposals Affordable Housing Development • Request for Proposals closed on Friday August 21, 2015 at 12:00 noon • Four Proposals met the application requirements of the RFP • A Review Panel evaluated and interviewed all four proposals • Meta Housing / Santa Ana Arts Collective (95.2pts) • C &C Development / Orange Housing Development Corporation (88.8pts) • Jamboree Housing (86.8pts) • Mary Erickson Community Housing (56.8pts) Project Description • Adaptive Reuse Project •. Existing Office Building located at 1666 N. Main St • Income Mix (100% Affordable) 7 units — 30 %AMI • 7 units — 40% AMI ■ 32 units — 50% AMI • 17 units — 60% AMI • On -Site Services • EngAGE will provide on -site resident services at no cost to tenants • Will create programs in partnership with residents and provide a minimum of 2 programs per month • Includes: after - school tutoring, computer training, health /nutrition programs, music /arts /crafts programs, among others • Site Amenities • Art Gallery • Music Room • Maker Space • Performing Arts Room • Media Lab CITY COUNCIL MINUTES 11 NOVEMBER 3, 2015 1 0A -11 • Community Garden • Bicycle Parking (32 Spaces) • 64 Residential Units • 20 -Studio ■ 9 — Live / Work Lofts ■ 8 — One Bedrooms • 5 —Two Bedrooms • 3 —Two Bedroom Townhomes • 14 — Three Bedrooms • 5 —Three Bedroom Townhomes Artist Preference • Target Population: Working Artist Families • Santa Ana Arts Collective would offer a preference to applicants who are artists, who can demonstrate a commitment to participation in the creative arts, a willingness and ability to contribute to a cooperative / creative environment, and a commitment to engage in the greater community. • Applicants will complete an artist questionnaire and submit their resume to be reviewed by an Artist Selection Committee. • The Committee will be trained in Fair Housing Law and comprised of parties from the developer, City and the service provider. • This is an allowable preference under HERA 2008: "A project does not fail to meet the general public use requirement solely because of occupancy restrictions or preferences that favor tenants... who are involved in artistic or literary activities." Project Financing • Permanent Loan ($3,788,911) • City of Santa Ana — HOME Funds ($2,260,000) • City of Santa Ana — CDBG Funds ($500,000) • City of Santa Ana — Inclusionary Housing Funds ($1,875,000) • HCD — Cap & Trade Funds ($3,500,000) • Tax Credit Equity ($14,213,448) • Deferred Developer Fee ($420,974) Mayor Pro Tern Sarmiento, supports proposed project, recommends in the future additional 2 bedroom units and robust efforts to increase the 30% IMI areas. Councilmember Martinez, thanked applicants for bringing forth creative option; may become model for other adaptive reuse projects. MOTION; Award a pre -loan commitment to Meta Housing Corporation /Santa Ana Arts Collective and authorize the City Attorney and the Community Development Agency to draft loan agreements in an amount not to exceed $4,635,000 for the Santa Ana CITY COUNCIL MINUTES 12 NOVEMBER 3, 2015 1 0A -12 Arts Collective project that will be conveyed to City Council for approval at a future date. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Tinajero, Sarmiento (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) LAND USE MATTERS CONDITIONAL USE PERM ITIVARIANCES 31 A. VARIANCE NO. 2015 -07 TO ALLOW ADDITIONAL WALL SIGNS ON TWO BUILDING ELEVATIONS FOR DEL AMO MOTORSPORTS LOCATED AT 2401 SOUTH PULLMAN STREET - SCOTT KING, APPLICANT {STRATEGIC PLAN NO. 3, 2) - Planning and Building Agency Planning Commission approved recommended action on October 12, 2015, by a vote of 5 -0 (Nalle and Verino absent). MOTION: Receive and file the staff report approving Variance No. 2015 -07 as conditioned. * *END OF CONSENT CALENDAR ** BUSINESS CALENDAR ITEMS RESOLUTIONS 55A. APPROVE THE RELOCATION PLAN FOR DEPOT AT SANTIAGO PROJECT, 923 NORTH SANTIAGO STREET {STRATEGIC PLAN NO 5, 3C) - Community Development Agency MOITON: Adopt a resolution. CITY COUNCIL MINUTES 13 NOVEMBER 3, 2015 1 0A -13 RESOLUTION NO. 2015 -060 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE RELOCATION PLAN FOR RESIDENTIAL PROPERTY LOCATED AT 923 N. SANTIAGO STREET MOTION: Martinez SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Tinajero, Sarmiento (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 55B. ESTABLISH A HOTEL DEVELOPMENT INCENTIVE PROGRAM {STRATEGIC PLAN NO. 3, 3C) - Community Development Agency MOTION: Continue consideration of matter for 30 days (December 1, 2015). MOTION: Sarmiento SECOND: Reyna VOTE: AYES: Amezcua, Benavides, Martinez, Pulido, Reyna, Tinajero, Sarmiento (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 55C. NOTICE OF INTENT TO OVERRULE THE AIRPORT LAND USE COMMISSION'S DETERMINATION OF INCONSISTENCY FOR THE HERITAGE MIXED -USE DEVELOPMENT PROJECT AT 2001 EAST DYER ROAD {STRATEGIC PLAN NO. 3, 2) - Planning and Building Agency Mayor Pulido, asked if staff had established Findings on what to base Notice to Overrule. Planning and Building. Executive Director Haghani, noted that staff working on the Findings, will come to Council in the near future; financing of the CITY COUNCIL MINUTES 14 NOVEMBER 3, 2015 1 OA -14 project has strict timelines, need to accelerate process, thus recommended action before you for consideration. Mayor Pulido, proposed 2 week extension to allow staff to prepare Findings before intent to overrule deliberated. City Attorney Carvalho, stated that Findings and analysis are required, but believe the 45 -day timeline will run out before presented to City Council; seek City Council direction on whether to proceed or not. MOTION: Adopt a resolution. RESOLUTION NO. 2015 -061 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA NOTIFYING THE ORANGE COUNTY AIRPORT LAND USE COMMISSION AND THE STATE DIVISION OF AERONAUTICS OF THE CITY'S INTENTION TO OVERRULE THE ORANGE COUNTY AIRPORT LAND USE COMMISSION'S DETERMINATION THAT THE PROPOSED HERITAGE MIXED -USE DEVELOPMENT PROJECT IS INCONSISTENT WITH THE 2008 JOHN WAYNE AIRPORT ENVIRONS LAND USE PLAN MOTION: Amezcua VOTE: AYES: NOES: ABSTAIN: ABSENT: REPORTS SECOND: Tinajero Amezcua, Benavides, Tinajero, Sarmiento (6) Pulido (1) None (0) None (0) Martinez, Reyna, 65A. DIRECT STAFF TO BEGIN DISCUSSIONS WITH THE CITY OF GARDEN GROVE REGARDING OPTIONS FOR THE WILLOWICK GOLF COURSE SITE {STRATEGIC PLAN NO. 5, 4A)- Planning and Building Agency and Parks, Recreation and Community Services MOTION: 1. Authorize staff to begin discussions with the City of Garden Grove to discuss options for the Willowick Golf Course site. 2. Direct staff to review and identify opportunities for Willowick. CITY COUNCIL MINUTES 15 NOVEMBER 3, 2015 1 0A -15 3. Update the Development and Transportation Council Committee on the progress of the discussions with the City of Garden Grove and potential options. 4. Designate the City Manager to assume the role, with team effort support from the Planning and Building Agency and Parks and Recreation, of managing and developing the direction of the discussions relating to Wlllowick. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN ABSENT: SECOND: Benavides Amezcua, Benavides, Tinajero, Sarmiento (6) Pulido (1) None (0) None (0) Martinez, Reyna, CITY COUNCIL RECESSED AT 7:16 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED THE CITY COUNCIL MEETING AT 7:17 P.M. WITH SAME MEMBERS PRESENT. COMMENTS PUBLIC COMMENTS • Ilya Tseglin, asked the Police Department to enforce illegal activity at the Regional Center of Orange County. • Robert Tseglin, requested police department assistance with issue at Regional Center of Orange County. • Peter Katz, spoke of health and security concerns at the Santa Ana Main Library. 90A. CITY MANAGER'S COMMENTS • Invited all to attend: • 2nd Annual SOMOS event that will be held on Sunday, November 8th from 9 a.m. to 2 p.m. • Economic Development Strategic Plan Forums. 90B. CITY COUNCILMEMBER COMMENTS CITY COUNCIL MINUTES 16 NOVEMBER 3, 2015 1 0A -16 Councilmember Martinez: • Congratulated Mayor Pro Tem Sarmiento for being selected one of the nation's Top Pro - Growth Progressive Leaders by the NewDEAL for his efforts to expand affordable and inclusionary housing; • Invited all to upcoming Dia De Los Muertos and SOMOS events scheduled for the upcoming weekend; • Reported her attendance at NALEO House Summit in Florida on October 23, 2015; discussed affordable care act among other matters; requested advocacy efforts at senior centers; • Reported that she attended Orange County Council of Government's Equity Summit in Los Angeles on October 27th; discussed racial equity policy; and * Councilmember Martinez left the meeting at 7:35 p.m. and did not return. Councilmember Tinajero: • Commented on the nationally recognized elected officials that serve on this City Council; and • Noted that Segerstrom and Valley High Schools have qualified for the playoffs; Santa Ana High and Saddleback are expected to win; also, Monarch cheerleaders have qualified for regional championship and will be recognizing them soon. Mayor Pro Tem Sarmiento: • Disclosed for the record that he attended advocacy trip to Washington DC on October 26th; met with Department of Justice on COPS grant, Senators and Department of Transportation staff; discussed homelessness, youth programs and transportation; attended meetings with Police Chief, City Manager and Councilmember Benavides. Councilmember Amezcua: • Joined in recognizing Mayor Pro Tem Sarmiento on recent recognition; • Thanked Consulado de Mexico, Mario Cuevas, for hosting movie on history of dia de los muertos event at Bowers Museum; and • Thanked staff for great work and service to the community. Councilmember Reyna: • Reminded all to conserve water; • Invited all to attend upcoming SOMOS event; • Welcomed expansion of Jalapenos Restaurant into Santa Ana; • Asked all to participate in Relay for Life event; and • Urged all to shop in Santa Ana as Christmas holidays approach. Councilmember Benavides: • Reported that he attended trip to Washington DC along with Mayor Pro Tem Sarmiento; held 12 meetings in the few days there and spoke on various issues; CITY COUNCIL MINUTES 17 NOVEMBER 3, 2015 1 0A -17 • Commended all on project at 1666 N. Main Street; • Viva la Vida event held at the train station this past Sunday, very successful event; congratulated promoters Calacas; • Asked all to visit City's website and sign up to receive regular announcements; • Requested City Manager address concerns raised by Mr. Peter Katz on the Main Library; • Announced SOMOS and Dia De Los Muertos events at upcoming weekend; and • Support our local economy and shop in Santa Ana. Mayor Pulido: • Asked City Attorney and City Manager to look into opportunity to take surplus funds and use as matching for a grant provided by the California Energy Commission and Southern California Edison has potential to garner 10 -1 on energy efficient measures; application expires November 20th. ADJOURNED - 7:45 p.m. — The next meeting of the City Council is scheduled for Tuesday, November 17, 2015 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Mater Dei High School Parking Structure Project • Community Engagement Plan • General Plan Update CITY COUNCIL MINUTES 18 NOVEMBER 3, 2015 1 0A -18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: NOVEMBER 17, 2015 TITLE: APPROVED DOWNTOWN SANTA ANA BUSINESS ❑ As Recommended IMPROVEMENT DISTRICT— INTENT TO ❑ As Amended 1771 Ordinance on 1" Reading LEVY ASSESSMENT FOR 2016 Ordinance (STRATEGIC PLAN NO. 3, 4F) implementing Resolution [I implementing o ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGE RECOMMENDED ACTION Approve the 2016 Assessment Report for the Downtown Santa Ana Business Improvement District, which is administered by two organizations, the Santa Ana Business Council and Downtown Incorporated. 2. Adopt a resolution of intention to levy an annual business license tax assessment for the 2016 calendar year and establish a time and place for a public hearing to be held by the City Council on December 15, 2015 to hear and consider all protests. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At a special meeting on November 10, 2015, by a 4:0 (Leon abstained) vote, the Community Redevelopment and Housing Commission: 1) found that the 2016 Downtown Santa Ana Business Improvement District Assessment Report complies with the California Streets and Highways Code §36533; and 2) recommended that the Executive Director of the Community Development Agency file the 2016 Downtown Santa Ana Business Improvement District Assessment Report with the Clerk of the Council for City Council approval or modification, The 2016 Assessment Report contains the basis and method of levying the assessment, estimated activities and budgets from the two business associations, the Santa Ana Business Council and Downtown Inc., and a map of the Business Improvement District (BID) boundaries. The Assessment Report presented for consideration and recommended for approval has been reviewed by the City Attorney' s Office and determined to meet state law requirements. After approval of the report, the next course of action is to conduct a public hearing on the 2016 BID levy to be held on December 15, 2015. 12A -1 Downtown Santa Ana BID Intent to Levy Assessment for 2016 November 17, 2015 Page 2 Terms On July 1, 2013, the City Council activated the current BID and the City executed operating agreements with Downtown Inc. and Santa Ana Business Council to administer the activities of the BID, These agreements contain provisions to ensure proper administration and distribution of funds; provisions are included for Items such as the annual budget, financial record keeping, fund distribution, and board composition and meeting requirements. The terms of these Operating ,Agreements commenced on September 17, 2013 and will terminate on September 17, 2016, unless terminated sooner due to any violations of the provisions in the agreements, or If the BID Is not approved in any given year, The agreements are renewed automatically in one year renewal terms, unless either party gives at least two months notice of termination. Each organization receives roughly $100,000 (collected from the business license tax fee) per calendar year (January through December) and may carry over unspent funds into the next year. Downtown Inc. will carry over a reserve of approximately $30,000 into 2016. The Santa Ana Business Council will carry over a reserve of approximately $100,000 into 2016. Both of these numbers are estimates as of October 1, 2015. If the BID is successfully renewed, each organization will receive an additional allocation of roughly $100,000 each in January 2016. Business Improvement District LBLW Baokoround On February 6, 1984, the City Council adopted Ordinance No. NS -1715 pursuant to state law, creating a Business Improvement District (BID) In Downtown Santa Ana. The BID was established as a means of providing the downtown business community with the funding to promote events and create promotional materials, increase the security presence, enhance maintenance of the downtown shopping corridors, and implement streetscape Improvements to the area. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary (Exhibit 1). In 2008, the City Council approved the establishment of the Downtown Santa Ana Community Management District (commonly referred to as the PBID) and puff the BID in suspension. The PBID resulted in a levy on property owners rather than businesses. On February 4, 2013, the City Council adopted Ordinance No. NS -2842 repealing Article XX of Chapter 13 of the Santa Ana Municipal Code thereby disestablishing the Downtown Community Management District. With the disestablishment of the PBID, several downtown merchants and property owners expressed an interest in reactivating the BID to receive funding to promote the safety, maintenance, and overall economic stability of the Downtown. The City Council activated the current BID on July 1, 2013 and approved the operating agreements for the two associations administering the BID on September 17, 2013, 12A -2 Downtown Santa Ana BID Intent to Levy Assessment for 2015 November 17, 2015 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this Item allows the City to meet Goal #3 (Economic Development), Objective 4 (Continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination), Strategy F (Partner with downtown business and merchant associations to program events that showcase restaurants, shopping and entertainment venues). FISCAL IMPACT There Is no direct fiscal impact associated with this action. The City collects the BID revenue from businesses within the BID boundary and distributes funding to each organization in accordance with the approved Operating Agreements, l3aypffi➢ Exhibit: 1. Bid Boundary 2. Assessment Report 3. Resolution 12A -3 12A -4 Exhibit 1 BUSINESS IMPROVEMENT DISTRICT BOUNDARY FLOWER ST. Y I D ❑ ❑ F Z y D O D Z+ D 0) N W @@ O ^=$ I co W c W. R (A R055 ST. M E 4 3 BI CM 5 T. � " o O/ 1 BIRCH ST. (Ds ((DD ❑ z �QBROAD WAY A/ E SYCAMORE o ST. ~ ❑ SYCAMORE ST. r'F 1:1,E] MAIN 5T El El ❑ El El El F-1 BUSH 5T. arncss � ❑ ❑ E E El w 0 0 ° El SPURGEON ST. OPANGE ❑ l>-��, -Vi F Flr I 5F FRENCH ST. MORTIMfR ST. 12A -5 12A -6 EXHIBIT 2 DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT 2016 ASSESSMENT REPORT Background On February 6, 1984, the City Council adopted Ordinance No. NS -1715 pursuant to Section 36500, et seq., of the 1979 State of California Streets and Highways Code, creating a Business Improvement District (BID) in Downtown Santa Ana. On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments (including the annual budget). The BID was established as a means of providing the Downtown business community with the funding to promote the Downtown through events and advertising pieces; funding to increase security and enhance the overall aesthetics of the area; and also to maintain the downtown shopping corridors. Improvement Area Boundaries The geographic boundaries of the district remain unchanged from the original 1984 area, and they include over 600 retail, service, and professional members (see Attachment A). Assessment Formula The formula for the BID tax levy also remains unchanged from the original 1984 ordinance and is based on the category and /or sales volumes of the business (see Attachment B). 2016 Budaet Plan Based on the feedback from the two Associations, Downtown Inc. and the Santa Ana Business Council Inc., the 2016 BID Budget focuses on the continuation of promotions and marketing of the BID. Some of the promotion and marketing will be focused on Downtown events and advertising pieces; which are all designed to enhance the overall aesthetics of the area and also to maintain the downtown shopping corridors. Detailed breakdowns of the two groups' budgets are attached (Attachment C). The assessments from the 2016 BID are estimated at $200,000 to be split evenly by Downtown Inc. and the Santa Ana Business Council —the two business groups that have spearheaded this BID process. Any remaining funds from the previous year (currently estimated at $130,000 total) will be incorporated into a reserve fund for the groups' 2016 budgets. This reserve funding may be used for 12A -7 additional events and promotions throughout the year. In 2016, the two representative business associations are proposing to host and /or sponsor a variety of community events and promotions, including: Art Walk (12x) Patchwork Savor Santa Ana Fiestas Patrias Parade Noches de Altares OC Film Fiesta Weekly live music on Calle Cuatro Weekend matinees Other programming for the associations will include ongoing social media marketing, funding for the Downtown Restaurant Association, holiday promotions, website development and maintenance, and financial support for the Anaheim Regional Transit (ART) Disney Circulator which connects downtown Santa Ana to Disneyland and other regional destinations. 12A -8 ATTACHMENT A BUSINESS IMPROVEMENT DISTRICT BOUNDARY 1 1 1:11:10 El El El 12A -9 97 Z* LA y�a rD tl1 4J "^4 8 S: rD 3 rD OM)AD WAY {� 1J n � V3 SYCAMORE MAIN ST 8U5H ST Q .uvxv 1 1 1:11:10 El El El 12A -9 ATTACHMENT B 2016 ANNUAL ASSESSMENT FORMULA The following businesses located within the boundaries of the Business Improvement District (BID), classified under City Ordinance NS 1690 as Amusement Services, Pawnbrokers, Service Station and Classification A, including, but not limited to Retail Sale of Goods, Hotel and Motels, Theaters and Food Establishments, shall pay an amount equal to one and one -half times their annual business license fee. Businesses classified as Commercial Rental Property, Rental Property, Residential and Rooming House shall pay an amount equal to one - quarter times their annual business license fee. All other businesses, including Professions, Trades and Services within the boundaries of the proposed Business District, shall pay an amount equal to their annual business license fee. Once the assessment formula is established, it cannot be changed without written notice to all businesses within the boundaries of the proposed Business Improvement District and a public hearing held by the City of Santa Ana. 12A -10 ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT PROPOSED BUDGETS SUMMARY 2016 OPERATING FUND REVENUE 2016 BID Assessments — Projected $200,000 Prior Year Carry Forward (Estimated) $130,000 Total Revenue $330,000 EXPENDITURES Downtown Inc. (DTI) ADMINISTRATION Administrative (Office Supplies, Insurance, Professional Services) $14,000 EVENTS Art walk $12,000 Programming $8,000 Stakeholder Partnerships $8,000 Meetings $1,000 Events Total $29,000 MARKETING Consultant $36,000 Restaurant Association $5,000 Website /Social Media $5,000 Advertising /Printing /Signage $9,000 Assoc. Memberships/Training $2,000 Marketing Total $57,000 DTI — TOTAL EXPENDITURES (2016) $100,000 12A -11 Santa Ana Business Council (SABC) ADMINISTRATION Overhead (Office Supplies, Insurance, Professional Services) $10,000 Advertising/Website /Social Media /Consultant /Advocate Graphic designer /Social Media Specialists $18,200 Consultant/Advocate $15,600 Promotions $5,000 (Facebook, postcards, posters, banners, flyers, stationary, distribution) Advertising Total $38,800 MARKETING Serenade on the Streets Program $72,000 Rondalla — Every Saturday Jarochos — Every Sunday Clowns —Every weekend (16 hours) Special Events (Sponsorships) Fiestas Patrias Noches de A/tares OC Film Fiesta United Artist Coalition of Santa Ana Christmas Toy giveaway Other Event Sponsorship Total $7,850 OTHER PROGRAMMING Transportation — ART Disney Circulator $6,000 Matinees (weekly) $13,000 Dancing on the Streets Program $15,000 Conference, Seminar & Trip Expenditures $5,000 SABC — TOTAL EXPENDITURES (2016) $167,650 TOTAL BID EXPENDITURES (2016) $267,650 2017 Carry Over (Estimated) $62,350 12A -12 RQH — 11/17/15 RESOLUTION NO. 2015- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR THE YEAR 2016 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby, finds, determines and declares as follows: A. By Ordinance No. NS -1715, adopted February 6, 1984, the City Council of the City of Santa Ana established the Downtown Santa Ana Business Improvement Area pursuant to sections 36500 et seq. of the California Streets and Highways Code; and B. As provided in Ordinance No. NS -1715, the City Council is authorized to levy an assessment in the following amounts for the improvements and activities of the Downtown Santa Ana Business Improvement Area: (a) For amusement services; pawnbrokers, service stations, retail sales of goods, hotels, motels, theaters, food establishments: an assessment in an amount equal to one and one -half (1.5) the annual business license fee, (b) For commercial and residential rental property: an assessment in an amount equal to one - fourth (0.25) the annual business license fee. (c) For all other businesses: an assessment in an amount equal to the annual business fee. Section 2. The improvements and activities for which the assessment revenues may be used in the Downtown Santa Ana Business Improvement District pursuant to Ordinance No. NS -1715 are as follows: (a) Decoration of any public place. (b) Promotion of public events. Exhibit 3 Resolution No. 2015 -XXX Page 1 of 3 12A -13 (c) Furnishing of music in any public place. (d) The general promotion of business activities, Section 3. The Downtown Santa Ana Business Improvement District is located as shown on Attachment A, attached hereto and incorporated herein. Section 4. An assessment report is on file with the Clerk of the Council to which reference may be made for a full and detailed description of the improvements and activities to be provided for the year 2016, the boundaries of the area, and the proposed assessments to be levied upon the businesses within the area for the year 2016. Section 5. A public hearing shall be held by the City Council at the City Council Chambers, 22 Civic Center Plaza, Santa Ana, California at its regular meeting of December 15, 2015, at 5;45 p,m„ or as soon thereafter as the matter may be heard, for the purpose of determining whether to impose the above said assessment for the year 2016 for the improvements and activities described in the report. Section 6. At the public hearing, written and oral protests may be made in accordance with sections 36524 and 36525 of the California Streets and Highways Code. A protest may be made orally or in writing by any interested person. Any protest pertaining to the regularity or sufficiency of the proceedings shall be in writing and shall clearly set forth the irregularity or defect to which the objection is made. Every written protest shall be filed with the Clerk of the Council at or before the time fixed for the public hearing. Each written protest shall contain a description of the business in which the person subscribing the protest is interested sufficient to identify the business and, if a person subscribing is not shown on the official records of the city as the owner of the business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business. A written protest which does not comply with this section shall not be counted in determining a majority protest. Section 7. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2015 -XXX Page 2 of 3 12A -14 ADOPTED this --- p day of 2015. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R.,,arval4p, City Attorney m Assi AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2015 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on IM Clerk of the Council City of Santa Ana 12A -15 Resolution No. 2015 -XXX Page 3 of 3 O ATTACHMENT A BUSINESS IMPROVEMENT DISTRICT BOUNDARY ST, MAIN ST. BUSH ST, F1 El Lm ROSS ST, BIRCH ST. 0 ST, SYCAMORE ST, Ll -1 1 El E F F E F-1 El E 0 El DI i E SPUR6EON El 12A -16 i L ST. CITY OF SANTA ANA COUNCIL COMMITTEE MEETING AGENDA FINANCE, ECONOMIC DEVELOPMENT, & TECHNOLOGY November 9, 2015 5:30 PM CALL TO ORDER City Hall, Ross Annex Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Michele Martinez, Chairperson Vincent Sarmiento, Vice - Chairperson Vacant — Councilmember #3 Recording Secretary: Teresa Ramirez, Executive Secretary PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS Approval of Minutes for September 14, 2015, Regular Meeting 2. Fiscal Year 2014 -2015 Audit Schedule {Strategic Plan No. 4, 1c) (Francisco Gutierrez, FMSA) 3. Update on Downtown Wayfinding (Strategic Plan No. 5, 4a) (Kelly Reenders, CDA) Update on Economic Development Strategic Plan {Strategic Plan No. 3, 1a) (Kelly Reenders, CDA) Update on Citywide Branding Request for Proposals {Strategic Plan No. 3, 1 e) (Kelly Reenders, CDA) Placemaking Grant Program {Strategic Plan No. 3, 4a) (Victor Negrete, CDA) INIf you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647 -5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Miguel A. Pulido, Mayor vlPUlitlorolss.ta-ansnm Maya Vincent F. Sarmlento, Michele Martinez, Mayor Pro Tam Ward Ward 1 MMatltnallo aaMmana.oa VSmmlento�eaMOane.osa City Hall, 20 Civic Center Plaza & Council Telephone: 714. 647 -6900 - A Angelica Amezcua, P. David Benavides, Roman Reyna, Sal Tinajero, Ward Ward Ward Ward AAmazoosRsama ana.om nBenavitles(olranlsana . om RRen a(nlsa ',', u o rz STNalamRsanta- ana.or e P.O. Box 1988 • Santa Ana, California 92702 Benda Item Inquiries: 714- 647 -6520 • Website: www.santa- ana.org 13A -1 FEDT Agenda 2 November 9, 2015 Discuss Privacy / Email Policy {Strategic Plan No. 6, 1 i} (Maria Huizar, COTC & Francisco Gutierrez, FMSA) Update on Chief Technology Innovations Officer Recruitment {Strategic Plan No. 6, 1 i) (Robert Cortez, CIVIC) Discuss Enhanced Infrastructure Financing Districts and Community Revitalization and Investment Authority {Strategic Plan No. 3,2 & No. 3,5} (Kelly Reenders, CDA) STAFF MEMBER COMMENTS: COMMITTEE MEMBER COMMENTS: ADJOURNMENT— Next regularly scheduled meeting is Monday, January 11, 2016 13A -2 CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON FINANCE, ECONOMIC DEVELOPMENT, & TECHNOLOGY REGULAR MEETING MINUTES SEPTEMBER 14, 2015 CALL TO ORDER: City Hall 20 Civic Center Plaza, Room 1600 Santa Ana, CA 5:30 p.m. ATTENDANCE: Council Committee members: Michele Martinez, Chairperson Vincent Sarmiento, Vice - Chairperson Vacant, Committee Member #3 MEMBERS ABSENT: STAFF PRESENT: None Francisco Gutierrez, FMSA Sergio Vidal, FMSA Waldo Barela, FMSA Teresa Ramirez, FMSA Sarah Ro, FMSA Bich Ta, FMSA David Cavazos, City Manager Robert Cortez, CMO Kelly Reenders, CDA Marc Morley, CDA Jorge Garcia, CMO Alma Flores. CMO GUESTS PRESENT: Adviar Munoz, SACRED; Laura Partga, SACRED; Brian Hendricks, Mag.3 Realty; Araceli Robles, SACRED; Irlanda Martinez, SACRED /Kennedy Commission; Miriam Lopez, SACRED; Rigo Ruiz Bonilla, SACRED; Yenni Diaz, SACRED; Ana Urzuia, SABHC; Oswaldo Farras, SACRED PUBLIC COMMENTS None 1. Approval of Minutes from the Special Meeting of July 22, 2015. MOTION: Sarmiento SECOND: Martinez VOTE: AYES: Martinez, Sarmiento (2) NOES: None (0) ABSENT: None (0) September 14, 2015 1 Finance, Economic Development, & Technology Minutes 13A -3 2. Fiscal Year 2014 -2015 Audit Schedule (Strategic Plan No. 4. 1c) - (FMSA) Francisco Gutierrez, Executive Director of Finance and Management Services, provided handout on FY2014 -15 Audit Schedule. In June 2015 — testing of internal controls and financial processes; big push will come in October to November — interviews with councilmembers and staff to review any items you wish to bring forward. Initial notice of interviews sent to certain members; however auditors are available for any councilmember who wishes to meet. Auditors are currently in the process of reviewing all accruals for fiscal year. Federal Grant Programs will also be reviewed, followed by Comprehensive Annual Finance Report (CAFR), and in February review of Single Audit Report & HUD REAC Report. Councilmember Sarmiento suggested assignments to review documents might be helpful. Committee Chair Martinez discussed review of investments, if we go out for RFP and how adjustments are made. Francisco stated that there are five brokers who assist with the review of investments. Investments are under constant review; as Federal Reserve adjusts, we adjust. Francisco suggested meetings to help councilmembers review and understand reports i.e. liquidity position and cash position. 3. Update on Downtown Wayfinding {Strategic Plan No. 5, 4a) - (CDA) Marc Morley, Economic Development Specialist: Bid package has been finalized and have received three proposals. Internal review team to include Community Development, Public Works, and should have recommendation from City Council in late October. Committee Chair Martinez asks for memo to council of updates and schedule. 4. Update on Economic Development Strategic Plan (Strategic Plan No. 3, 1a) — (CDA) Marc Morley, Economic Development Specialist: Consultant RSG has finished analyzing data. Focus areas are manufacturing and job growth projection; geographic advantages to attract businesses; and the effects of loss of the enterprise zone. Next steps will be public outreach to get some input. Committee Chair Martinez inquiring on status of composition of advisory board. City Manager, David Cavazos, stated that it's a seven member panel with only two names from Councilmember Amezcua. Will resend email request for names to councilmembers. September 14, 2015 1 Finance, Economic Development, & Technology Minutes 13A -4 Community forums - can we have more than two? Move across the district for additional opportunity for community to attend. Job clusters — as data is gathered, possibly combine Santa Ana opportunities with transportation and housing. As general plan is updated, opportunities in high -tech, medical and industrial villages could be considered. Committee Vice - chair, Vince Sarmiento, has high expectations on consultant's report and would like anchor industries that will work in Santa Ana. Chairwoman Martinez asks if consultant can provide what we can do now maybe for 3 to 5 years. Executive Director, Kelly Reenders stated consultants can be available to speak to council if needed. 5. Update on Affordable Housing RFP (Strategic Plan No. 5, 3) — (CDA) Kelly Reenders, Executive Director: has received six proposals to RFP with four meeting the minimums in the requirements. Housing review panel is currently reviewing proposals. Interviews are scheduled for September 29th with Housing Review Panel which consists of Kelly Reenders, Natalie Verlinich (CDA), and Judson Brown (CDA), Hassan, member from City of Anaheim, and member from Keyser Marston Associates. Report will go to commission meeting in October after interviews. Discussion of RFP requirements and reconsideration of extending time for specific funds or specifying minimum bids requirement to get big enough pool for project. Send to city council for consideration to extend RFP deadline. MOTION: Sarmiento SECOND: Martinez NOTE: AYES: Martinez, Sarmiento (2) NOES: None (0) ABSENT: None (0) Representative from Meta Housing spoke of concern with potential to lose bidders with extension of time due to all the timeline planning with all that is involved in preparing for bid expectations. There is an appeal process available for those that did not meet initial deadline. S. Proposed Hotel Incentive Program {Strategic Plan No. 3, 3c) — (CDA) Kelly Reenders provided presentation on Hotel Development Incentive Program to provide economic incentives to develop 4 to 5 star quality hotels in the City of Santa Ana. Discussion of need for quality hotels and incentives needed to bring in hotels. 7. Update on the Community Engagement Strategy (Strategic Plan No. 5, 1a; 5. 1 h; 3, 2a; 3, 2b) — (PBA) September 14, 2015 1 Finance, Economic Development, & Technology Minutes 13A -5 Hassan Haghani, Executive Director: Proposal from consultant reviewed, but was not the most productive. Will be bringing general plan update to council. Instead of going with consultant as presented, will use their skills and focus method. General plan advisory group will develop general plan and begin meetings in January-March 2016. Specific tools: 1) draft plan of focus study session; 2) reach out to leaders in community with interviews and discussion meetings; 3) update of five areas of focus discussion with stakeholders on urban design, economic development, human services, sustainability, and energy management. Suggestion from Vice -Chair Vincent Sarmiento, to work with communications director, Alma Flores, when engaging with community. Due to diverse population, effective communication needed to reach all residents. PBA director states that he has assigned four staff members to work with 8t" floor on various media sources to attract community and engage them. Committee Chair Martinez states City needs communication component to engage community and to reach out. Need set of guiding principles internal and external. Consultant to interview city council on method of communication, engagement plan, and budget needs. S. Update on Procurement/Contracting (Strategic Plan No. 5, 1b)— (FMSA) Francisco Gutierrez, Executive Director, provided Purchasing Summary of Major Changes, Post 2006 Voter Approved Charter Changes. City Manager authority has changed throughout the years in various processes. Staff continues to improve upon best practices as we move forward with processes and engage the community. Suggestion by Committee Chair Martinez to make best practice changes to make sure new trends in purchasing and procurement are used and possibly provide memo notice to councilmembers for any potential conflict of interest. Need desired threshold by council to adjust or change City ordinance as Santa Ana's seems relatively low compared to other cities. Francisco will have research done and bring back to committee. Requirement of businesses to be State registered to receive local preference to be reviewed. Francisco will provide status information to committee members on local preference which has not been successful and may need to be adjusted. Discussion followed on the procurement process and the selection of most responsible bid versus lowest bid. Process should review bidders' labor practices, good /bad records, employees, due diligence done, and best practices. Percentage of contracted out services should be included in guiding principles. ITEMS MOVED TO NEXT COMMITTEE MEETING None September 14, 2015 1 Finance, Economic Development, & Technology Minutes 13A -6 PUBLIC COMMENTS: None STAFF MEMBER COMMENTS: David Cavazos, City Manager — Would like research of contracted out percentage report. COMMITTEE MEMBER COMMENTS: Vice -Chair Vincent Sarmiento: Congratulations to City Manager and staff for information on surplus and all the good work done. Kudos to all. Committee Chair Michele Martinez: On comments made and issues to be addressed would like response as soon as possible and minutes. In particular funding that is needed as we're moving forward with the surplus. Strategies for one -time money should be given to Robert or Jorge to put on list if additional dollars needed to do this work. Adjournment -7:01 p.m. Teresa �, September 14, 2015 1 Finance, Economic Development, & Technology Minutes 13A -7 13A -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: BOARDS AND COMMISSIONS BIANNUAL ATTENDANCE REPORT APRIL 2015 THROUGH SEPTEMBER 2015 (STRATEGIC PLAN NO. 5, 1) JS vq�.r , y9 wv. CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2 "tl Reading ❑ Implementing Resolution ❑ Set Public Hearing For _ CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTIONS Receive and file Boards and Commissions Biannual Attendance Report. DISCUSSION The Boards and Commissions Attendance Report is prepared biannually to inform the City Council of member attendance at Board or Commission meetings. This report covers the period of April through September, 2015. City Charter Section 901(c) provides that if a commissioner absents self from two (2) regular consecutive regular meetings in a six month period or fails to attend at least half (12) of the regular meetings within a calendar year, the seat shall become vacant and be so declared by the City Council. Examination of the attendance reports revealed that a few members had missed some meetings, but all have since resigned. Therefore, the City Council should receive and file said report. STRATEGIC PLAN Approval of this matter allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Strategy #1, (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities.) FISCAL IMPACT There is no fiscal impact associated with this action. ;D" Maria D. Huizar, Clerk of the Council Attachments: Biannual Attendance Reports (9) 13B -1 13B -2 J_ U Z 0 `yU r_ U ZO Q� Q CC WW 0z U 2 uj F F Q J Z Q m n O N s, l d 4� N H N M Z 0 U) 0 u W J D U z Q h Q W z z Z a rn YL O U O 0 O m �a W -T7 mQ L� LU EX a Lu rng r X X x x m a �a ca G �y N W x x X x x X J � C 7 i=r a W W LU Z � e a W X W X X x X 0 Q O) g .c a N X X X X W X X J 0 IL c p X X X X X X X W q z 0 o a o c p" 0 d O Q N N U C7 g O a 13B -3 0 C N a Q v x a c U C N Q d K W H W d Q II X w x W U z Q Z W Q 0 .a0 CL U U O w a c m .y N R d 0 C9 0 v 0 13B -4 J U Z 0 0 V V aUFN aom g NLUa L. VW LU OZN ��J UW �g a J Z a m F s, a b O Ctl W O b 0 i., LU 4 Z 0 U d Q O 07 13B -5 7; 5 N Q X d G in u c d a X w n m V a X w x W U z 0 W F- Q N 0 M i w m0 w e U N X w w X x X x X d UJ U) d g N d yp ry o Q x a� ro — °`' N w X X X w ix X w d wo a C N U Q Z U w J w C7 d d 0 FN X x X X x._.. x x w 0. c N X X w w x w x x w d N 2 s�C E w R ro O d m E Z U a Of z ro J Wh- w h 0 0 3C m U d .mod+ w .J 13B -5 7; 5 N Q X d G in u c d a X w n m V a X w x W U z 0 W F- Q N 0 M 0 W m z H z O U O LL Wg m d io W w a LU d C7 c 4� d N d d Y4 d d �y N w R WA � c a N d d Q O> w in d c Q m d W z m W g LUm d U C d Q L9 N 9 U d c 0 d U C d N .0 Q N U x W 11 W t b 5 w W z Li a z w W Q Q u 13B -6 °J Z w a v� a. J z , 0 Q � 07 <0k }(\ (L_ /�} LU (k2 gz! (� « J < : z z « _ § V5 ■ S 0 § § $ LU m § § § ( k � 0 0 ( m© .. Lu �3,® ))c; \0N 2 \ , . ,-° # &mac. _ cm ! 00 m x x x x u & ! \}a§ k.a § -- \�® � § .k; IL 4% - — 2 } ( < _ ■ A LU Z - 2 ) § ® & / , . \ ) ) G � ) 12B- \ } \ ) 7 / yj / w � » § ( \ Z k \ ( S G � I 0 / 13B -8 J_ U Z 0 /F V Zo OL Q� Q� NW LL 0 0Z �0 U Z W J Q Z W N O N W m ui L r I W N I J_ a g I II II V n - i M 13B -9 d V C N .N4 a) a N x x d c I N U C d a d N 7 x W w d v c Y ¢ LU W Y W U uj Z h 0 W Z W Q U U C N Q U a 0 U d U N X w MEMEMEN■ . _ IMEMEME■ E©©©©©©© MEMEMEME ■■■E■■■■ - \\ \\\ INS \ \ i somMEME 4MEMSEll \\NO MEMSEEN mEMEMEN \ \\ \\\ \ \\\\ \`\ \\\�\\\ • \\\\\\ \1`\\` \`\\\ - 13B -9 d V C N .N4 a) a N x x d c I N U C d a d N 7 x W w d v c Y ¢ LU W Y W U uj Z h 0 W Z W Q U U C N Q U a 0 U d U N X w 13B -10 J Z U O Z CO) 0 U � } 0 F U) U� v aON O a0�W w <om � ZWWU W Q0� �- 0 M Uj I uu) OZNLU _ I}-�J UWE Wa �g a J Q 7 Z Z Q m ui z z O O U Q O a0 13B -11 N v- O N O) N a V e d tll Q a d Vl 7 x x d c 7 v C d N .Q Q d V x w w d O C v UJ❑ ww !1 a w? zz �O u� QO 0:d w m � w F e a w w(D U) 2 N d H @ � C � w± a d Y R �o J d d m Y R wo Z 7 c y d d N d Y R }o a rn � c Y d cd C N d Y R J a c Q d w zz w w OD LU w d e d cn Q d N d e v C d H a Q a d V x w w a d a c w Y w U 6 z z o w z w g a O 13B -12 N O N N m R a J_ U z 7 0 (yu V Q ®N a�W Gam zWW U) LU I LL VW 0Zf� FpJ VW� Q J Z Z Q m 0 CG G 0 w ai Q z z O_ N O U Q O 00 w'd LU m, 0 W CLs UJ w U) ro X X W X x X y N " _,� Q d v q d � 0 J � C d W'o Z 7 C W X x X x x x 0 rn � c »r v v N "d � J IL c Q d LU L 'Ln W C (j y C. w Ic w a y m U) N 13B -13 V C d N Q V a K C v c d Q a d X W J d r C .Y Q II x W Y W U Q O Z H Q N O W a 0 W a z F Z O U O LL Id LU m 0 W H a. N W N y g H "a t9 w Q" w d Y r O J V d Cd G Vi d w W a Z � c G W d Y f6 Q Ol � C Y d cd G W Y J Q ILs Q m W a Z W 00 L W L) C d Q a d N 7 L) d C U C d A Q d M W W a d a m X W Y W U 6 Q z W Z W QO 13B -14 N W O N W ro W J V Z n 0 rV h' VN aoN �0m Lu a5 NLUd u.uLU 0ZUI a VLU Fa �Q a J Q 0 Z Q m Z 'O V/ O V Z Z Z a LLI Z Z O N O U ¢ O m w2 W 00 ❑ LU C N W X X X X x x ad Wd U) w X X X X x X Vi d N p O C N X X X W X W X 'a o X X X X X X x ffi Y ❑ w X X w x X X No X X x d W ❑ Z � c d N X X X X w X X d R ❑ Q 01 � w fO N X W X X x X w d e W X X X X X X Y J � IL C N x x x x x x w d L M W X x X X X X W Z w �. LU v — E m m w a 2 c x a > W N m Q J 1-7 O Q m m C9 Z cu > 13B -15 d Q c m U) ¢ d N 7 K m c d v C d Q N N 3 X W W a Q a c w II X r 1 w U Q ❑ Z W F~- ¢ N 0 a. im w a Z h z O U O LL w2 W @ m � W d d E Y uj w CL a N z LLI N o Z W a wd N T 7 7 y2 U) d H R a° t7 � a.. Q d H N } O J a C d d t0 W a Z p> a C y cd G w d m Q a� d d Vi d a+ m J in e a c Q v W Q z w W m 2 LU 2 d V C d A Q (D U) 7 V d a d U c d w Q a v N 3 V K W W d C Q i X 13B -16 l \� N O r d N 0 N a c d d E Y uj w � u d a N z LLI N o Z W a ® N T 7 7 13B -16 l \� N O r d N 0 N a J_ v z O U V Z O a� F- d aLU W LL OZ Q D �y Z LW r Q J Q Z Z Q N O N L N E G. d N 0 .Q P W Q Z N L . d ro 0 d C y;, N Gf ry W W x W X W X. X x W W '. (n d N d Y R Y X cod w w x X w w X X X X Q d d N d Y C Y r W w W W X X X W X X X D d M_ w I� s 7 W W x X x W Z) X x D D N d Y R d in e m � � v Cos x x 'x x w x x D x w x D N ro Y R J. ro � c Y d � � m Lo D x 'x X X x 'X X X x 'x W N d Y R L /a V y d d N_ d � n ........_..__.. x x x x x Z) x x x x x w ro .-. o .-. E Y .oL� 07 N L m oB m N m d� m o5 d m c> d m >.� d m of S m NE O m �E p m >'a N N cu R m odaO1i z -p w> 0M Na �m O' gm 5 4) Q' w„ 'C — Ro rom m±• RN C HN U'0 o� N N K N 3K m 'C 1L N aft m ACC N RK •Da >— 0 LQ Yi dQ m oQ W R C X 1 (0 d� �N eM u7 Z<D 0 t` e� y0,N m4 -0 CO .0-0 CZ x e :ao sa R-o W a L4 R'o '®.o R'm d° o >01 _da ea QW NN Vm Lm em cm 9m Qm >, `•2m em rom e� >m �QXW�i9? �� �� >� W �� �R wE nG W ) 13B -17 C � O m � c a+ •M7 � W C � d � N V U 0 N n N i v O U O O N C Ol .N N i i 7 O i v •n C H i O > LO '-I O N O N i N E N O Z a N C m .N N i i rt5 m i N 7 O ru > N co 13B -18 l 0 E r a a� J 5 z 0 00 LU zwm < C� I- 0 LL Uj (L tj LU 0 Z I � 9 J UZR w z z 0 V� 0 13B-1 9 2� I '9 Q z Q z uj I- --- - -7- w �m x X x w x w x x x a. LW Z) r Lw x x w x x x x x x x x x x Lu x ro C4 ui uj 0 c 13B-1 9 2� I '9 Q z Q z uj I- Z P z LL LL 13B-20 r. AI W 0 GI cv W x x x x uj w x I" LU x LU lu 0) LU ILI uj x x x x 0 ro co m y LLI z -a aka ce LU ra L4 N Ck 13B-20 r. AI W 0 GI cv I W ❑ z_ I.. z O u 0 IL <L W d �X LU k k W 6 Qim ..__. _ __.. _ _____ M C 7 C Q U g W rz W a a Z p O m W m W U N M V 9! U U •� tU U C UI N .O N O U N C ❑ II d U c w 4 v 5 x W W d D d 1r , W Y W U Q z Z i L6 r O N ro a c O •N m }" a 0 d 13B -21 tPj 0 N a t- a c O d C Ol .N V v U N W m m 0 N n N i N 0 O u U O a c m .N v i X N N c 0 U3 N 4� rd rd N 07 rn O rn m W 13B -22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: DESTRUCTION OF OBSOLETE CITY RECORDS (STRATEGIC PLAN NO. 5, 1) VIII /i! . �•�iu/�ii VIII r_ � 1 � RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: =EN; ❑ As Recommended ❑ As Amended ❑ Ordinance on Iat Reading ❑ Ordinance on 2 "6 Reading ❑ Implementing Resolution a Set Public Hearing For CONTINUED TO FILE NUMBER Approve the requests for the destruction of obsolete records from City departments in accordance with the retention schedule outlined in City Council Resolution 2013 -014. DISCUSSION On April 1, 2013, the City Council approved a Resolution outlining the records retention schedule for the agencies, departments, and offices of the City. City records are governed by the Public Records Act which provides the period in which records need to be retained. The Citywide Records Team compiled the Citywide Records Retention Schedule which sets forth the retention period for a particular record. The Municipal Code requires that the destruction of a City record be approved by the City Attorney. In accordance with Section 5B of the Citywide Records Retention Schedule Resolution, the City Attorney has approved the list of records proposed for destruction from the departments as outlined in the attached documents. The Citywide Records Retention Schedule has specific retention periods for many City documents. The Schedule is modeled after the California Secretary of State's sample for local government and incorporates other statutory periods applicable to Santa Ana. These are minimum retention periods. Each department makes discretionary decisions on whether to retain records past the minimum requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Attachment 19C -1 19C -2 MAYOR Miguel A. Pulido MAYOR PRO TEM Vincent F. Sarmiento COUNCILMEMBERS Angelica Amezcua P. David Benavides Michele Martinez Roman Rayne Sal Tinajero To: Sonia Carvalho From: Bich Ta Date: October 16, 2015 CITY OF SANTA ANA 20 Civic Center Plaza a P.O. Box 1988 Santa Ana, California 92702 714 -647 -6900 WurWSanta- ana.om Re: Request for destruction of records CITY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar r-a co � :" c —.a 0 The Clerk of the Council requests your consent to destroy city records on the attached listing, in accordance with the retention scheduled outlined in City Council resolution 2013 -014 SANTA ANA CITY COUNCIL Miguel A. Politic, Vincent F. Sarmiento Michele Martinez Angelica Amezcua P, David Benavides Roman Rayne Sal Tinajero Mayor Mayor Pro Tem, Ward 1 Ward 2 Ward 4 Ward 5 Ward 6 rnpu idono Santa -ana om y Mayor ProTan, Ward 1 mmarCne Wasanta- ana.ora aan s or tlbenayitleWard4- ana.oro lreMd(rWard- ana.oro st'na2ro Ward 6 ana nrtir CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE FINANCE AND MANAGEMENT SERVICES (July 2015) N'OR PREPARED BY: Vicki Elmore Ross — APPROVED BY: �\ t �• -4,11 M can. MTh . � e . , 1 \ . �_ . \� \Z.' / _ . •— Francisco Gutierrez Date Executive Director of Finance RECORDS DESTROYED: Number of Boxes 19C -4 CONSENT BY: Date APPROVED BY: /o Zq IS r nia Carvalho ity Attorney June 2012 and prior Direct Payment Voucher Generates payment to City vendor /creditor used in lieu of P.O. when item & vendor known. Petty Cash Receipts Reimbursements for authorized expenses under $75.00 June 2012 and prior Cash Requirement June 2012 and prior (AP50) Lists paid invoices by vendor Travel Request and Expense Report Self- explanatory une and prior Material Release Forms Order for item directly from City approved vendor list June 2U12 and prior N'OR PREPARED BY: Vicki Elmore Ross — APPROVED BY: �\ t �• -4,11 M can. MTh . � e . , 1 \ . �_ . \� \Z.' / _ . •— Francisco Gutierrez Date Executive Director of Finance RECORDS DESTROYED: Number of Boxes 19C -4 CONSENT BY: Date APPROVED BY: /o Zq IS r nia Carvalho ity Attorney REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: STRATEGIC PLAN MONTHLY REPORT FOR OCTOBER 2015 {STRATEGIC PLAN NO. 5, 1} CITY MAKAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 19' Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO SAS. Receive and file the Strategic Plan Monthly Report for October 2015. DISCUSSION The October 2015 monthly report provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. The Strategic Plan Monthly Reports are available on the City's website at: http://www.santa-ana.org/strategic-planning 1913-1 19D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: QUARTERLY REPORT OF INVESTMENTS AS OF SEPTEMBER 30, 2015 {STRATEGIC PLAN NO. 4, 1} CITY MANAGE RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: ..,.* r ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 06 Reading ❑ implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER In 1995, the State of California enacted legislation revising the reporting requirements relative to investment of funds by governmental agencies. State statutes require that a quarterly report be submitted within 30 days following the end of the quarter covered by the report; however, our office continues to provide this information to the City Council monthly. Quarter- ending reports continue to be presented at a City Council meeting. The legislation dictates that this quarterly report contain the seven major elements listed below: 1. Type of investments, 2. Date of maturity, 3. Par and dollar amounts invested in each security, 4. Weighted average maturity of the investments, 5. Market value as of the date of the report, 6. Source of the market value information, and 7. Any funds, investments or programs, including loans, under the management of contracted parties. These requirements, which became effective on January 1, 1996, mandate that a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end -of -month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly -and quarter- ending Treasurer's Report. The information is in compliance with State law and the City's Investment Policy. 19E -1 Quarterly Report of Investments November 17, 2015 Page 2 The attached report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of September 30, 2015. The following table represents percentage policy limits set by the City's Investment Policy and State Law and respective types, amounts and percentages, as of September 30, 2015. Type of Investment in $ in % COSA Policy Limits State Law Limits Certificate of Deposit (CD) $6,198,000.00 2.16% 30% 30% Federal Farm Credit Bank (FFCB) $71,956,220.00 25.06% None None Federal Home Loan Bank (FHLB) $64,477,200.00 22.46% None None Federal Home Loan Mortgage Corp. (FHLMC) $52,439,025.00 18.26% None None Federal National Mortgage Association (FNMA) $50,511,607.50 17.59% None None Local Agency Investment Fund (LAIF) $41,555,492.93 14.47% None None Sub -Total $287,137,545.43 100.00% None None Cash $16,854,371.00 Total $303,991,916.43 Restricted Cash Restricted Cash t $16,792,234.26 Total $16,792,234.26 t Restricted cash is held by Trustee, Bank of New York Mellon and is segregated from cash used for daily operations. The following graph represents percentages within the respective investment types, as of September 30, 2015. (FNMA 18% City of Santa Ana Investment Portfolio Asset Allocation September 30, 2015 LAIF) (W) 2% 1U.n ■ Certificate of Deposit (CD) e Federal Home Loan Bank (FHLB) e Federal National Mortgage Association (FNMA) a Federal Farm Credit Bank (FFCB( Federal Home Loan Mortgage Corp. (FHLMC) Local Agency Investment Fund (LAIF) Effective Rate of Return Month To Date (MTD) 1.00% Year To Date (YTD) 1.00% 19E -2 Quarterly Report of Investments November 17, 2015 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Francisco Gutierrez Executive Director Finance and Management Services Agency rp Exhibit 1 Treasurer's Report 19E -3 Quarterly Report of Investments November 17, 2015 Page 4 CITY OF SANTA ANA TREASURER'S REPORT as of September 30, 2015 EXHIBIT 1 19E -4 2( §k aE |K )!!! %2 °E f §)m !| . !`�!§ |! §§){ ! § ( � ■!#k !\ !! }!� )){{ { �! \/ \� ! \k 19E-5 /) # q{ � \) �\ •!! t ;! e! � }\ 9# )/ Z d ;| � ) 2� � ! ; / ( ! ! : \\ < ! 3 a 910,11H.1Ha� a 0R W B 90�p$o$w8� =o, e OO OO O OO N O N O C (J N OO OO Q [J OO OO yyy$ Vc�o"�`oYi po o ON O °o nrvo000 °pi t�m'a'e� po 00oa S .. . (Ap K a o N o 6 ry o o a ry o 0 0 0 0 N V y c i M a <ia�v 0 Al O a a ¢a ti�6CG6^.88:,�'��aeJoao�BaC�^ 88$$$88$8.888.88$$88$$$$888.4 of a b �I? �.I N �oRF d c o 6 o w8� O O ' b d mo8g O P O N all $fig. °s. SS w.mmmm °m °mm w ZY ry y5 f 0 0 U U } LL C f°.N 8'6.`•. ffim NG �'G m}n"8S �io^ yny d Q e 4 u m R °Q m `N x'sry my U W° O O B r O ffi O N 19E -6 boa v mm�m V � U m um u @ geed IL �LL � 1L O g y m m U{� C m m Q U U U 9 I LL m m m m a° n � f �v c 07 tq �• a s0 O m E IL . o #s4og.o.ggo °$ °s e avf uiNmmnui ,n m`Nm m v m N 88333 "m mmcir��m "m��m�m�m "m "vJ w "w "m�m���Sm° mMM��� u U U U U U U U U U U 0 0 U 0 U ... Il. U. U. LL LL LL Y. I: LL LL 4i 1i 4 Z S Y i y S S S t S S S S 2 2 Z S 1' a��m �a9ex $s °gs "��������asx��am��Ev�� LL LL LL L. li li {6 Y. IL Y LL IY k {l LL 4 LL LL LL LL 4 4 4 4 4 li ILL LL LL LL IY LL LL U a p U T u m I gg V pro O /� LL m m m m M m � i NI m M 19E -7 m2 g m R 'o' p QP yQC+pp C� Lip NUh 39 "g 6 q 3g 9g ry Q W n O G O O � •- O v •- •- R O O •- .- P N •- O N E �" � p ° $ asses $$sss$$sa°s$as °sss.s$ °$$$$$assa g�gsa�$�s°s�.00 °s. $ aNss�ggosss °soaga °$� � f �v c 07 tq �• a s0 O m E IL . o #s4og.o.ggo °$ °s e avf uiNmmnui ,n m`Nm m v m N 88333 "m mmcir��m "m��m�m�m "m "vJ w "w "m�m���Sm° mMM��� u U U U U U U U U U U 0 0 U 0 U ... Il. U. U. LL LL LL Y. I: LL LL 4i 1i 4 Z S Y i y S S S t S S S S 2 2 Z S 1' a��m �a9ex $s °gs "��������asx��am��Ev�� LL LL LL L. li li {6 Y. IL Y LL IY k {l LL 4 LL LL LL LL 4 4 4 4 4 li ILL LL LL LL IY LL LL U a p U T u m I gg V pro O /� LL m m m m M m � i NI m M 19E -7 ro U,$ �m �8 x e a c a 10 Vl � 6 f9 �•�a O ❑ CL � e d d QQ- m QQm m Q mQ,, p� Q gq w w m w r a o 3.- MooM'," "�'�'"��'��aF o e §�8rvmg�o� 888886BBB88SS88888 -84 .q 0. o � n o n o m o m m �S6G�0m$, &58mo�8,888$SS� �, A $$$ 8. 8q$ 88g888:vp 88$ 888$ 888 Fj p1o`�o $.i S.K oSr_Br,4ti�ry'eo%n.mMOO�� o"5?°a „�Qa�a��m °� a 888S88B88888518888$88° 000g.o o "a8a�'s4 "adSo� J N U(9(gU tSUUUU °� C C C C C gqq d o o oy gy N �` N [� y y m� gg ° = J° .9 3 5 } P£ 4 oo o" k c c r x: c Y c v v E fl o x x x z° z z” z" z" z z z" z z z" z d g WEE' "��BiEE ELL E�ENdE &E NN� N LL LL li LL �. LL LL LL u 0 M t� M M m C1 WI M N ry 0 U r u a S 4 m w � m � � � � i � rc Fl p h p � 3 s AA IL m m m m m M m m M M M M M M M m m m m rt m p 19E -8 19E-9 . || ! )! §B ! . « � lt;. ; o.2 2k\ )� ) )� ' ! !� : §E §!§!!> } 19E-9 } ` 0 \ ! 1. 1.,= 2 \ \\ }\ \ \\j\ \\\\\ 1§E.10 \(((( \( \ \ \\\ \} / ! \ / ) �} \) ae(� «t@! !; } ` 0 \ ! 1. 1.,= 2 \ \\ }\ \ \\j\ \\\\\ 1§E.10 \(((( \( \ \ \\\ \} / ! \ / ) \) ae(� «t@! Lu > - / Gt } ` 0 \ ! 1. 1.,= 2 \ \\ }\ \ \\j\ \\\\\ 1§E.10 \(((( \( \ \ \\\ \} / ! \ / Rok femFIN CITY COUNCIL MEETING DATE. NOVEMBER 17, 2015 TITLE: STATEMENT OF AUDITING STANDARDS PLANNING LETTER FOR THE YEAR -ENDED JUNE 30, 2015 (STRATEGIC PLAN NO. 4, 1) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 19'Reading ❑ Ordinance on 2n'Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Statement of Auditing Standards correspondence for fiscal -year ended June 30, 2015. DISCUSSION The City, since April 2012, has engaged the Independent Audit firm of Macias Gini & O'Connell, LLP (MGO) to conduct various engagements including but not limited to an audit of the City's financial statements and assistance in preparing the Comprehensive Annual Financial Report (CAFR). A routine component of the audit engagement is for MGO to draft a correspondence to the Mayor and City Council known as the Statement of Auditing Standards (SAS) planning. The SAS correspondence highlights valuable information regarding the audit process including but not limited to the following: planning, scope and timing of the audit; the auditor consideration of the City's existing internal control when developing the audit procedures related to the said audit. Additionally, the auditor describes timeline for the audit and its expected date of completion. The audit of the City's financial statements for the fiscal year -ended June 30, 2015, commenced on June 15, 2015 and is expected to be completed by no later than December 31, 2015. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City's to meet Goal #4 City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). 19F -1 Statement of Auditing Standards Planning Letter for YE June 2015 November 17, 2015 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. wZy -r,� � A� Francisco Gutierrez Executive Director Finance and Management Services Agency Sv Exhibit 1: Statement of Auditing Standards Correspondence dated October 22, 2015 19F -2 Exhibit 1 ® A n breed Sacramento of proro fessional services firm Ar(nieA4 Walnut Creek Oakland October 22, 2015 Los Angeles The Honorable City Council Century aey of the City of Santa Ana 20 Civic Center Plaza Newport Beach Santa Ana, California 92701 San Diego We are engaged to audit the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Santa Ana (City) for the year ended June 30, 2015. Professional standards require that we provide you with the following information related to our audit. We would also appreciate the opportunity to meet with you to discuss this information further since a two -way dialogue can provide valuable information for the audit process. Our Responsibilities under U.S. Generally Accented Auditing Standards Government Auditing Standards and OMB Circular A -133 As stated in our engagement letter dated October 22, 2015, our responsibility, as described by professional standards, is to express opinions about whether the financial statements prepared by management with your oversight are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles. Our audit of the financial statements does not relieve you or management of your responsibilities. In planning and performing our audit, we will consider the City's internal control over financial reporting in order to determine our auditing procedures for the purpose of expressing our opinions on the financial statements and not to provide assurance on the internal control over financial reporting. We will also consider internal control over compliance with requirements that could have a direct and material effect on a major federal program in order to determine our auditing procedures for the purpose of expressing our opinion on compliance and to test and report on internal control over compliance in accordance with OMB Circular A -133. As part of obtaining reasonable assurance about whether the City's financial statements are free of material misstatement, we will perform tests of its compliance with certain provisions of laws, regulations, contracts, and grants. However, providing an opinion on compliance with those provisions is not an objective of our audit. Also in accordance with OMB Circular A -133, we will examine, on a test basis, evidence about the City's compliance with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Circular A -133 Compliance Supplement applicable to each of its major federal programs for the purpose of expressing an opinion on the City's compliance with those requirements. While our audit will provide a reasonable basis for our opinion, it will not provide a legal determination on the City's compliance with those requirements. Planned Scope, Timing of the Audit, and Other An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Material misstatements may result from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. We will generally communicate our significant findings at the conclusion of the audit. However, some matters could be communicated sooner, Macias Gini & O'Connell LLP New MacArthur Court, Suite bbo New 19F, —3 Newport death, CA 92660 www.mgoepa.com particularly if significant difficulties are encountered during the audit where assistance is needed to overcome the difficulties or if the difficulties may lead to a modified opinion. We will also communicate any internal control related matters that are required to be communicated under professional standards. Effective December 26, 2014, the City is subject to the requirements of the new OMB Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards set forth in Title 2 CFR, Subtitle A, Chapter 11, Part 200 (Uniform Guidance). The City will implement GASB Statement No. 68 Accounting and Financial Reporting for Pensions An Amendment of GASB Statement No. 27 for the year ended June 30, 2015. This statement requires governments providing defined benefit pensions to recognize their long -term obligation for pension benefits as aliability for the first time, and to more comprehensively and comparably measure the annual costs of pension benefits. It also enhances accountability and transparency through revised and new note disclosures and required supplementary information We began our audit on June 15, 2015 and plan to issue our report no later than December 31, 2015. Katherine V. Lai is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. This information is intended solely for the use of the City Council and management of the City of Santa Ana and is not intended to be, and should not be, used by anyone other than these specified parties. Very truly yours, Macias Gim & O'Connell LLP 19R -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: AMEND AGREEMENT WITH NELSON\ NYGAARD CONSULTING ASSOCIATES, INC., FOR THE SAFE MOBILITY SANTA ANA STUDY (PROJECT 15 -6845) (NON- GENERAL FUND) {STRATEGIC PLAN NO. 5,61211 CITY MANA R� RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: . •:r y ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 ®' Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and the Clerk of the Council to amend an agreement with Nelson \Nygaard Consulting Associates, Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide additional transportation /traffic planning and engineering services in the amount of $80,000 for a revised total amount not to exceed $360,000. 2. Approve an appropriation adjustment recognizing an additional $80,000 in Residential Street Improvement revenue and appropriating the same amount into the Residential Street Improvement expenditure account. DISCUSSION Addressing the safety of our transportation system has been identified as a priority and immediate necessity for the City of Santa Ana. To advance this objective, on April 7, 2015, the City Council approved an agreement with Nelson \Nygaard Consulting Associates, Inc., (Nelson \Nygaard) for the Safe Mobility Santa Ana study to evaluate citywide traffic safety. The Scope of Work focused on identifying engineering solutions to collision patterns with location -based enforcement recommendations and education outreach best practices. As the consultant worked with staff to analyze the collision data, it became clear that the enforcement and education analysis needed to be expanded. The additional Scope of Work tasks include an assessment of the operations and staffing levels of the Santa Ana Police Department Traffic Division and development of a robust education outreach strategy tailored specifically to the types of collisions that are occurring in the city. Staff recommends amending the agreement with Nelson \Nygaard to include these additional Scope of Work tasks that will result in a more comprehensive safety plan for the City of Santa Ana. 20A -1 Agreement Amendment with Nelson \Nygaard for the Safe Mobility Santa Ana Study November 17, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 for Community Health, Livability, Engagement & Sustainability; Objective #6 (focus projects and programs on improving the health and wellness of all residents); Strategy B (incorporate the improvement of walking and biking lanes as well as the development of a citywide bike master plan into the Circulation Element of the City's General Plan). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. Individual environmental reviews will be conducted for each recommended improvement at the time of implementation. These types of projects typically qualify for Categorical Exemptions. FISCAL IMPACT Funds are available in the Residential Street Improvement account. An appropriation adjustment will be required, recognizing the additional $80,000 in the Residential Street Improvement revenue account (No. 05817002 - various) and appropriating the same amount into the Residential Street Improvement expenditure account (No. 05817660 - 66220, Project 15- 6845). Public Works Agency Carlos Rojas Chief of Police Santa Ana Police Department FM /EWG /CW Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: %--�A' .V Francisco Gutierrez Executive Director Finance & Management Services Agency 20A -2 FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN CITY OF SANTA ANA AND NESLON \NYGAARD This AMENDMENT made and entered into this 18 °i day of November, 2015 by and between NelsonANygaard Consulting Associates, Inc. (" Consultant"), and the City of Santa Ana ( "City "). RECITALS A. City and Consultant entered into Agreement A -2015 -042 on April 7, 2015 to perform Transportation Planning for aTraffic Safety Study. B. In accordance with the terms and conditions of the original Agreement, the City desires supplementary work to enhance the original scope of work and include an Education and Enforcement component to the Study. 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. Section I- -SCOPE OF SERVICES, shall be amended by adding the supplementary work described in Supplementary Scope of Services No. 1 - Exhibit Al, attached hereto and incorporated by reference. 2. Section 2— COMPENSATION shall be amended by adding the following language: City agrees to pay, and Consultant agrees to accept as total payment for its supplementary services, an amount not to exceed $ 80,000 in accordance to rates and charges identified in Supplementary Compensation No. 1 - Exhibit BI, attached hereto and incorporated by reference. Accordingly, the Section 2a is amended to reflect that the total sum to be expended under this Agreement shall not exceed $360,000 during the tern of this agreement. 3. TERM – The Amendment shall run concurrent with the original Agreement with no other extension provisions except as originally provided. 4. FULL FORCE - Except as expressly set forth herein, the Agreement shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALF10 City Attorney B i .' San oval C re ssista.nt City Attorney DAVID CAVAZOS City Manager CONSULTANT 0 20A -3 Exhibit Al - Supplementary Scope of Services No. l Task 1.1 Confirm Main Relevant Safety Issues We will work with the project management team to confirm which collision types and collision factors in Santa Ana would benefit from an enforcement and education campaign educational activities. Task 1.2 Best Practice Review of Non- Motorized Transportation Safety Messaging and Enforcement Campaigns We will conduct a best practices review of safety messaging and enforcement campaigns related to bicycle, pedestrian, and transit user safety to identify methods, content, and effectiveness of street safety outreach and enforcement programs. Potential resources to review include, but are not limited to: • Massachusetts `Same Roads. Same Rules.' Campaign • Minneapolis `Safety Starts with All of Us' bicycle safety campaign • PHWA Pedestrian Safety Campaign Resources • National Highway Traffic Safety Administration (NHTSA Bike Enforcement Resources) • International Police Mountain Bike Association — 'Police Cycling Course' • People for Bikes `Travel with Care' campaign • Los Angeles County Metropolitan Transportation Authority `Watch the Road' campaign • Chicago `Be Safe, Be Alert' campaign • SFMTA'Safe Streets SF' and'STOP for Pedestrians' campaigns • Various Diversion Programs • Various Saturation and Directed Patrol Programs Task 1.3 School Traffic Safety Education Best Practices Review and Presentation The team will present up to five example comprehensive school traffic safety education programs, including nationally available curricula and those from peer districts for review by the Task Force. The review will show how other districts address large class sizes, teacher proficiency, volunteers, equipment, and compliance with state standards. The Task Force will be asked to review the memo in advance and to provide guidance on the model that best suits Santa Ana. Task 1.4 Stakeholder Interviews — Education and Enforcement Assessment We will conduct up to four stakeholder focus groups to understand the landscape of current and historic education campaigns and to document concerns regarding the sustainability of education programs related to traffic safety. A major purpose of these 20A -4 Santa Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana meetings is to ascertain media and community resources most appropriate to influence behavior of people driving, using transit, bicycling, and walking in Santa Ana. Multiple stakeholders will be invited to a single meeting to maximize participation and a common understanding of the current conditions. The list of stakeholders will be determined in consultation with the client, but might include: • Santa Ana Police Department — so participants can understand existing activities around training, targeted enforcement, etc. to inform development of a police education course module. • Santa Ana staff from multiple departments (e.g., planning, traffic engineering) — to understand existing planning and messaging efforts, regulations, maintenance practices, non - motorized transportation conflicts with other transportation modes in Santa Ana, etc. • Local advocacy groups — to confirm various non - motorized transportation safety issues expressed by their constituents, as well as goals for an education campaign, related to partnership, outcome, and messaging. Deleted Task 1.9 Monthly Task Farce Meetings f�'ta91civree made- i'p-4--8ehBOl-.4-19't_'t . +,.rF F...,. 1+., --A Inv. r . Pe� i ntn,.wn�..r-r:... a... .. :.t., +1.:,. .. ,. +. ��ciac alca..t. ..f- 4'.... .w: «,.. +4... +ask force will visioned (e g year ante ust } Thetasle€oeee wtill No p. mide .: a , e to the eenstultafft -as-ie Districts meetings, will provide work flor review in advanee ef the Task 1.6 Program Charter The tasks above will result in a program charter describing the types of outreach campaign, education and enforcement programs suitable for Santa Ana, including goals, potential media, desired outcomes, viable partners, and performance measures. Task 1.7 Program Management This task includes biweekly project management team meetings, project reporting and maintenance of schedule, budget and workload. Deliverables • Ongoing Prglect Management Team Meetings NelsonVNygaard Consulting Associates, Inc. 12 20A -5 Santa Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana • Outreach Campaign Best Practices Presentation • Education Program Best Practices Presentation •— SYalceheklerAd§istrry n e.astrnel� t slF � 2iage-W • Program Charter including goals; potential media, desired outcomes and performance measures o• •• m m• a s Nelson \Nygaard will review the current operations of the Santa Ana Police Department Traffic Division including the number of officers allocated to the division and the total hours worked. We will make an objective assessment of the operational statistics in the context of the citywide traffic collision data collected in Task 2 and analyzed in Task 4.1. The intention of this assessment will be to identify any gaps between the current traffic operations and the staff hours necessary to address the existing collision patterns. This assessment shalt include any recommendations identified in Task 6; such as saturation patrols and targeted enforcement activities. We will also review current programs in peer cities and legal and procedural requirements and willingness to offer a diversion program for youth and /or adults. In addition, we will review the current database systems and processes used by the City for managing and tracking collisions and citations. We will assess the these systems and practices; identifying opportunities for increased efficiencies, simplified data sharing between agencies, and improved evaluation of targeted enforcement activities. Task 21 Santa Ana Police Department Interviews We will conduct interviews with Santa Ana Police Department Traffic Division and Records to review current and potential future operations (including number of officers allocated to the division by time of day and total hours worked) by task. We will also inquire about desired organizational and procedural strategies to improve safety. We will use the interviews to inform the potential enforcement recommendations and needed framework for establishing a council priority to fund additional enforcement efforts. We expect that the interviews will also provide the opportunity to increase sensitivity in the use of language towards the end of developing a common vocabulary when talking about collisions in Santa Ana. Task 2.2 Review Collision Reporting and Data Management Procedures. Through interviews and observations, we will document current practices for transferring collision report forms to the collision database; based on the collision analysis findings, we will walk through the challenges in understanding primary collision factors from a sampling of collision reports and discuss opportunities to improve the collision database to allow for enhanced vulnerable roadway user collision analyses, opportunities to improve consistency of collision reporting, and opportunities for NelsonlNygaard Consulting Associates, Inc. 13 20A -6 Santa Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana enhancements to the collision report form. We will conclude this task with recommendations for process improvements in the transmittal of information into the database. At the moment, our work suggests the following potential improvements: • Educate officers on proper use of entering traffic MPC • Add `Special Information field from collision report form to database • Revise form to include field for wrong way and sidewalk riding, respectively Task 2.3 Review Current Database Systems and Processes We will review data collection, storage and management practices related to collisions and citations and operations conditions. We will identify opportunities for increased efficiencies, simplified data sharing between agencies, and improved evaluation of targeted enforcement activities. Task 2.4 Compare Traffic Enforcement Practices with Citywide Collision Analysis We will compare traffic enforcement practices with citywide collision analysis (including enforcement recommendations) to identify any gaps between the current traffic operations practices, staff hours necessary to address the existing collision patterns through directed or targeted enforcement The bullets below describe our recommendations for enforcement of primary Santa Ana collision trends related to the vehicle code, and we will also explore other communities' success stories related to enforcement in the interviews. Potential Bicycle Enforcement Actions: • Wrong way and sidewalk riding, focused on high collision corridors where adequate facilities are present Potential Pedestrian Enforcement Actions • Yield compliance to pedestrians in crosswalk at high collision intersections (especially for turning movements) • Speed enforcement on high collision corridors during night and off peak hours Task 2.5 Diversion Program Feasibility Nelson \Nygaard will collect information from five model traffic diversion programs to describe the impact of traffic diversion programs on peer agencies. This review will also describe the administrative and legal challenges to implementing a program in Santa Ana and the anticipated outcomes, should the Santa Ana Police Department and Santa Ana Unified School District Police Department offer a diversion program for youth and /or adults. Nelson\Nygaard Consulting Associates, Inc 14 20A -7 Santa Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana Trask 2.6 Enforcement Recommendation; Based on the work in Task 2, above (New Task 4.5), we will develop specific enforcement recommendations related to 1) process /system improvements; 2) directed patrols; and 3) diversion programs, The recommendations will assume three levels of investment for each improvement category, and estimate the needed additional staffing resources, budget and relative collision reduction outcomes. We will review the recommendations, and confirm estimated costs with a focus group of enforcement personnel and revise in accordance with their concerns. Deliverables: • Summary of opportunities and constraints to changing current practices related to enforcement, data collection and data storage. • Enforcement recommendations related to 1) process /system improvements; 2) directed patrols; and 3) diversion programs This scope of work will develop a recommendation for a school curriculum that can be taught by school or city personnel. This curriculum will build on the current efforts and support the development of confident cyclists, better future adult drivers, and a culture of tolerance for alternative transportation. The Stakeholder interviews in Task 1.4 will identify which curricula the traffic safety program should comply with. If they use the SPARK physical education curriculum, which is flexible to add bike safety education material, we will work to comply with that. The curriculum must be approachable to a wide variety of teachers so that it will be taught regardless of staffing changes. An optional scope of work could be undertaken to develop Santa Ana specific Lesson Plan materials for incorporation in an existing prototypical traffic safety program. We recommend that the materials be developed the fall of 2015, with test teaching taking place late in 2015 -16, and that the materials can be revised for adoption by the district in the 16 -17 school year. We have budgeted time as optional tasks for the development, and revision, assuming our work would otherwise be dark on this project between February and June. Optional Task 3.1 Curriculum Review Subsequent to developing a shared understanding with the stakeholders of the target audiences, the potential instructors, and the important messages, we will review sample programs for their flexibility in meeting those goals and recommend a program best suited to Santa Ana. We will also review sample education programs for their ability to meet California Physical Education Standards and for their performance against criteria NelsonWygaard Consulting Associates, Inc. 15 20A -8 Santo Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana outlined by the stakeholder committee, such as how they meet the Centers for Disease Control and Prevention's recommendations, using the Physical Education Curriculum Analysis Tool (PECAT). The results of these activities will be summarized for review by the Task Force, and a decision made about how which existing curricula best suits the local needs and how it will need to be refined in order to meet Task Force goals related to sustainability, flexibility, California State content standards, and research -based best practices in health and physical education. Optional Task 3.2 Education Recommendations Based on the work in Task 1.4 and 3.1, we will develop specific education recommendations related to 1) target markets; 2) potential curricula and suggested local customizations; and 4) delivery options. The recommendations will assume three levels of investment for each improvement category, and estimate the needed additional staffing resources, budget and relative collision reduction outcomes. We will review the recommendations, and confirm estimated costs with a focus group of enforcement personnel and revise in accordance with their concerns. Optional Task 3.3: Draft Curriculum Development Based upon the outcome of Task 3, a curriculum will be graphically designed and a list of all equipment needed will be provided for test teaching in the Spring of 2015. The materials are budgeted at the moment for English only, with the City of Santa Ana or another partner providing Spanish language translation. Optional Task 3.4: Test Teaching Training The Task Force will recruit up to four District teachers or community partners to test teach the material developed in Task 3.2. The consultant will brief the teachers, assist with logistics, and provide evaluation forms for teachers to describe revisions necessary to the draft curriculum. The city, district, and Task Force members will share the responsibility for observing the test teaching. We have riot budgeted ours to participate in this instruction, assuming that our work will otherwise be complete on this project. Optional Task 3.5: Final Curriculum Development Depending upon scheduling, based upon staff and others observations and teacher and student feedback, the draft curriculum will be revised. We will provide an estimate of instructional resources required. Optional Task 3.8: Implementation Promotional Material The consultant will develop materials to engage school administrators, teachers, staff, students, and parents in future instructional opportunities. The audience will be identified by the task force. The materials will serve as informational sheets about the curriculum. The material will describe how the curriculum aligns with standards. Neison\Nygaard Consulting Associates, Inc 16 20A -9 Santa Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana Materials will be graphically designed to be easily understandable. The materials will be produced in English only as PDFs. Optional Task 3.7 Police Department Educational Modules Depending upon the conclusions of Task 2, the city may wish to develop a set of slides or brochure for Traffic Enforcement to assist in retention of new practices and procedures for collision reporting. Deliverables • Presentation describing up to five existing programs for customization • Education recommendations related to 1) target markets; 2) potential curricula and suggested local customizations; and 4) delivery options. • Optional: Draft and Final Ten lesson traffic safety curriculum with targeted behavioral outcomes aligned to state content standards, with scoring rubrics for assessments • Optional: Evaluation forms for review of test teaching • Optional: One curriculum cut sheet describing the Bike Ed curriculum • Optional: Up to three slides or one brochure with tatking points for new PD practices and procedures related to communications on collisions and collision reporting nUTREACH CAMPAIGN ANE This task will build on the tasks above, the current Travel Safe, Share the Space Campaign and the crash analysis. Our talented creative services staff has developed many effective and graphical transportation campaigns, and will focus their attention on a marketing plan that creates behavior that will impact actual and perceived safety. We will develop targeted messages that relate specifically to what matters most — reducing the number of collisions involving non- motorized transportation users and increasing enforcement against behaviors that actually pose a safety risk. Task 4.1 Prepare and Select Safety Outreach Campaign Messages We will prepare four safety messages for the top contributing factors to non - motorized collisions. These will be presented to the Task Force to select the message that resonates best from their local experience, and to develop the appropriate outreach /marketing plan for each selected message. The template for the strategy /marketing campaign will include Initiative Goahs), Strategic Communications Objectives, Audience, Messages, and Tactics. Based on our analyses of vulnerable road user crashes in Santa Ana, the messages will be focused on the following: Bicycle Campaign Messages NelsonlNygoard Consulting Associates, Inc 17 20A -10 Santa Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana • Dangers of wrong way riding • Dangers of sidewalk riding • Ride on the street and with traffic; (when there are bicycle facilities present) • Enter x -walk at walling speed (and on right side of road) to avoid collisions w turning vehicles • Education that bicycles mast follow rules of the road (obey traffic signals and stop signs) • Dangers of erratic /opportunistic riding Pedestrian Campaign Messages • Look before crossing (even when you have the walls signal) • Drivers look in your blind spot before turning • Remind transit users to utilize crossings • Campaign to slow down for our kids • Gateway treatments when entering SA • Speed kills campaign (in general) W • After presenting 12 potential messages (3 options for each of four messages) to the task force, we propose to subcontract with at polling firm to test them. Optional Task 4.3 Develop Marketing Plan Citywide marketing and outreach strategies will include but not be limited to the use of bus stop advertising, bus vehicle advertising, light pole banners, public service announcements, billboards, social media campaigns, and /or changeable message signs. Each recommendation will include costs and staffing implications for the design of materials and the implementation. The City shall be responsible for scheduling and purchasing space as well as printing costs. Deliverables: • Four Draft and Final Marketing Messages • Draft and Final Marketing Plan The consultant will provide a multi scenario -based rollout strategy for all engineering, enforcement, and education recommendations. The strategy should prioritize high impact /low cost solutions for early rollout with additional phases based upon multiple funding scenarios. NelsonlNygaard Consulting Associates, Inc 18 20A -11 Santa Ana Safe Mobility Plan Enforcement, Education and Outreach Expanded Scope City of Santa Ana Nelson \Nygaard will work with city staff and the task force to identify up to three rollout strategies that differ based on the amount of available funding. For each investment scenario, we will identify a phased approach to implementing engineering, enforcement and educational strategies. High impact /low cost solutions will be prioritized for early roll out. Deliverable: • Matrix of High, Medium and Low Impact engineering, enforcement and education strategies including costs for implementation (staff' resources and budget) • Recommendation for early rollout NelsonNygaard Consulting Associates, Inc 19 20A -12 E:�hibit l31 - Supplcmniary Cmnpensntiun No. I 20A -13 _..._._ .. _.._ I Li i g, RRUi rig ,xaui� I aww w x s: a �rcnttk ri a �R iS s p I A x ets� � nS A II I xx I � mN I I 34 I I •,,, I n �� I l i s r gyp i lu 8 �s a, �� @ I. a I Ii 20A -13 20A -14 M- r*7 in TW M 0 CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: APPROPRIATION ADJUSTMENT FOR CALIFORNIA BOARD OF STATE AND COMMUNITY CORRECTIONS LAW ENFORCEMENT FUNDING (STRATEGIC PLAN NO. 1, 3B) A RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve an appropriation adjustment recognizing $295,610 in Board of State and Community Corrections Local Assistance law enforcement funds from the California Board of State and Community Corrections in the Police Block Grants revenue account and appropriate same to the grant expenditure account. DISCUSSION Legislation associated with the California 2011 Budget Act established the Board of State and Community Corrections (BSCC) as an independent entity, effective July 1, 2012. The BSCC assumed the previous functions of the Corrections Standards Authority, as well as other public safety programs previously administered by the California Emergency Management Agency. The Budget Act of 2015 allocates $20 million for front line law enforcement activities, of which Orange County's share is approximately $1.19 million. Compared to 2014 the new allocation saw a reduction of 50 percent in funding. The 2015 legislation authorizing this allocation added new mandates that require agencies to report use -of -force incidents. The California Police Chiefs Association (CPCA), on behalf of local law enforcement agencies, presented to the BSCC an allocation formula based upon the regional needs in each county. In its proposal, the CPCA proposed that the funds could be used regionally and in cooperation with other agencies, and with a focus on serious, violent crimes and habitually non - compliant offenders. The Santa Ana Police Department will use its appropriation to support these efforts. Orange County agencies were allocated a total of $1.19 million, with the Santa Ana Police Department receiving $295,610. 20B -1 Appropriation Adjustment for BSCC Funds November 17, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #1 Community Safety, Objective #3 (promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy B (promote ongoing efforts to obtain grant funding for activities that will assist in preventing, enforcing and reducing criminal activity and traffic collisions). FISCAL IMPACT Recognize funds in the amount of $295,610 from Local Assistance law enforcement funding through the California Board of State and Community Corrections in the revenue account (no. 12814002 52027) and appropriate same to expenditure account (no. 12814413 - various) in the following fiscal years: FY 2015 -16 $200,000 FY 2016 -17 95,610 Subtotal $295,610 Carlos Rojas Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 20B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: CONTRACT AWARD TO REYNOLDS BUICK, INC. FOR THE PURCHASE OF A GMC PASSENGER VAN AND SUV (SPEC. NO. 15 -094 & 15 -095) (STRATEGIC PLAN NO. 6,2) CITY MANA R RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one -time purchase and issuance of a purchase order to Reynolds Buick, Inc. for the acquisition of one 2016 GMC Savana Passenger Van and one GMC Terrain SUV, in an amount not to exceed $61,390 subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency Facilities, Fleet Maintenance, and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The City's Vehicle Replacement Policy provides guidelines and criteria for determining when vehicles need replacement. This criteria includes vehicle age, mileage, maintenance costs, and safety history. As a result of reviewing the City's replacement criteria a 1999 Chevy Astro Van with 79,409 miles and a 2002 Blazer that was recently deemed inoperable were identified for replacement. The GMC Passenger Van will be utilized by the Parks, Recreation and Community Services Agency for various youth excursions. The GMC Terrain SUV will be utilized by the Public Works Agency. The notices inviting bids were advertised on September 1, 2015, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 34 Vendors were notified 1 Santa Ana vendor was notified 2 Vendors downloaded the IFB packet 3 Bids received 0 Bids received from Santa Ana Vendors 22A -1 Contract Award for GMS Van and SUV November 17, 2015 Page 2 The bids were opened on September 29, 2015 (Exhibit 1). The bids received from Reynolds Buick, Inc. for both vehicles are responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, an additional 5% contingency has been included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $61,390 are available in FY 2015 -16 Fleet Maintenance Equipment Replacement account (07510101- 66400). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency CUDS /sp Exhibit: Abstract of Bids 22A -2 ABSTRACT OF BIDS 2016 GIVIC SAVANA PASSENGER VAN 0 Bidder Reynolds Buick, Inc. Lake Chevrolet Location Covina Lake Elsinore Terms Net 30 Net 30 Delivery 45 -90 days 100 -120 days Total $30,642.95 $30,885.51 ABSTRACT OF BIDS 2016 GIIIIC TERRAIN SUV (15 -095) Bidder Reynolds Buick, Inc. Location Covina Terms Net 30 Delivery 45 -90 days Total $27,824.15 EXHIBIT 1 22A -3 22A -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: CONTRACT AWARDS FOR COPPER TUBING (SPEC. NO. 15 -099) {STRATEGIC PLAN NO. 6, 1C} CITY MANAAR RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: /_1:1:109IT191% ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading El Ordinance on 2otl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award contracts for copper tubing for a one -year period expiring October 31, 2016, with provisions for three one -year renewals exercisable by the City Manager, in an annual aggregate amount not to exceed $85,000, subject to nonsubstantive changes approved by the City Manager and City Attorney, with the following vendors: Vendor Location Ferguson Enterprises Santa Ana H. D. Supply Waterworks Santa Ana S & J Supply Co. Inc. Santa Fe Springs DISCUSSION The Public Works Agency Water Resources Division maintains 50,000 water service connections to deliver 40,438 acre -feet of water to businesses and residents in Santa Ana. To perform maintenance and repairs on the City's extensive water distribution system, the Water Resources Division staff requires various sizes of the industry standard grade K copper tubing. The tubing is purchased through the Central Stores warehouse for distribution. The contract for copper tubing is designed to provide quality products at a significant savings based on quantity pricing. The notice inviting bids was advertised on September 14, 2015, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 13 Vendors were notified 3 Santa Ana vendors were notified 5 Vendors downloaded the bid packet 3 Bids received 2 Bids received from Santa Ana vendors 22B -1 Contract Awards for Copper Tubing November 17, 2015 Page 2 Three bids were received, opened on September 28, 2015, and evaluated. All three bids, two of which are from Santa Ana vendors, are responsive to the specifications and meet the City's requirements. Copper tubing has a very volatile price pattern and fluctuates based on current market value supply and demand. Staff recommends awarding three contracts to allow for competitive quotes on any given day. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Funds in the amount of $85,000 are available in FY 2015 -16 Water System Maintenance account (06017641- 63001) and, if annual renewal options are exercised, will be budgeted in FY 2016- 2017, FY 2017 -2018 and FY 2018 -19. APPROVED AS TO FUNDS & ACCOUNTS: ' -' ' � �k' 41 Fre ®usavipour Francisco Gutierrez Eaceoutive IIrectar Executive Director Public Works Agency Finance & Management Services Agency FM /sp 228 -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: MEMORANDUM OF UNDERSTANDING WITH THE SERVICE EMPLOYEES INTERNATIONAL UNION (STRATEGIC PLAN NO. 7,6) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: E] As Recommended E] As Amended E] Ordinance on I" Reading Ordinance on 2nd Reading E] Implementing Resolution El Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Memorandum of Understanding with the Service Employees International Union, subject to non - substantive changes approved by the City Manager and City Attorney, regarding wages and other terms and conditions of employment for a two -year period ending June 30, 2017. DISCUSSION The City and the Service Employees International Union (SEIU) recently completed contract negotiations, resulting in a new Memorandum of Understanding. The provisions of this agreement include: 1) Term: A two -year term, from July 1, 2015 through June 30, 2017. 2) Salary: A 2.5% increase on both July 1, 2015 and July 1, 2016 with a "me too" guarantee to receive a higher salary increase if any other bargaining unit negotiates a greater increase. 3) Medical Insurance: Effective January 1, 2016, the City's contribution toward medical insurance will be indexed to the premium cost for the Kaiser Permanente HMO Other Southern California plan as opposed to the rate of the lowest cost HMO medical plan offered for all unit employees regardless of hire date. 4) Retirement Health Savings Plan: The current Medical Retirement Subsidy Plan may be replaced with a Retirement Health Savings Plan for individual employees. The City will exchange its 1.75% contribution for a 1.25% pension - qualified contribution (equal value) effective January 1, 2016 or when accounts are established. 25A -1 Agreement with the Service Employees International Union November 17, 2015 Page 3 5) Vacation: Effective January 1, 2016, regular and longevity vacation shall be combined into one bank of leave time. 6) Vacation Cash Out: Effective July 1, 2016, maximum cash out shall be increased from 60 hours to 80 hours. 7) Salary Administration: Effective July 1, 2015, the time required to move from Step D to Step E of a salary range will be reduced from 18 months to 12 months. 8) CALPERS retirement contributions: Effective July 1, 2015, the employee's contribution toward retirement costs will be reduced from 9% to 8 %. 9) Bilingual Pay: Sign language will be added to the list of qualifying languages eligible for bilingual pay (multi - lingual employees may receive compensation for only one additional language). 10)Tuition Reimbursement: Reimbursement for tuition and associated educational expenses shall be increased from $2,000 to $2,500 per fiscal year. 11) Classification and Compensation Study: Using an independent consultant, the City will obtain compensation and job family data on a wide cross section of SEIU job classifications. 12)Personnel Necessity: Conditions for the use of three days of personal necessity time shall be expanded to include specific personal emergencies in addition to illness of a family member. 13)Stand -By Pay: Compensation for employees required to be available to return to active duty outside of their regularly scheduled working hours shall be increased from $300 to $450 per week. Eligibility for stand -by pay can be extended to various work groups upon approval of the department head and City Manager. 14)Discipline: Employees may dispute written reprimands filed in the official Personnel File through the grievance process. 15)Tool Allowance: Reimbursement for tools will be increased from $1,000 to $1,100 per fiscal year and employees will be allowed to carry over unused monies into the following fiscal year. 16)Boot Allowance: Reimbursement for boots and footwear accessories will be increased from $200 to $300 per fiscal year for eligible employees. 25A -2 Agreement with the Service Employees International Union November 17, 2015 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #6 - (Provide a positive workplace environment that supports the health of its employees and celebrates its success and Goals). FISCAL IMPACT This agreement will result in a cost of $1,887,500 during fiscal year 2015 -16 and a cost of $3,407,500 during fiscal year 2016 -17 for a total cost to the City of $5,295,000 during the term of the Memorandum. Funds are available in the salary accounts of the various agencies with SEIU employees. APPROVED AS TO FUNDS AND ACCOUNTS: Edward b Francisco Gutierrez Executive Director Executive Director Personnel Services Department Finance & Management Services Agenc{ Exhibit 1: Memorandum of Understanding, SEIU 25A -3 25A -4 JULY 1, 2015 -JUNE 30, 2017 MEMORANDUM m UNDERSTANDING CITY OF SANTA ANA AND SANTA ANA CITY .EMPLOYEES, CHAPTER 19391 SERVICE EMPLOYEES INTERNATIONAL UNION LOCAL 721 25A -5 MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN THE CITY OF SANTA ANA AND SANTA ANA CITY EMPLOYEES, CHAPTER 1939/ SERVICE EMPLOYEES INTERNATIONAL UNION LOCAL 721 FOR FISCAL YEARS 2015 -16 THROUGH 2016 -17 ARTICLE ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII ARTICLE XIV ARTICLE XV ARTICLE XVI ARTICLE XVII ARTICLE XVIII ARTICLE XIX ARTICLE XX ARTICLE XXI ARTICLE XXII ARTICLE XVIII ARTICLE XXIV ARTICLE XXV ARTICLE XXVI ARTICLE XXVII ARTICLE XXVIII ARTICLE XXIX TABLE OF CONTENTS SUBJECT RECOGNITION NON-DISCRIMINATION CLAUSE ATTENDANCE, WORKDAY & WORKWEEK SALARIES ASSIGNMENT & OTHER SPECIAL PAY ADDITIVES OVERTIME TRAINING & EDUCATIONAL ASSISTANCE PROGRAM HOLIDAYS VACATION OTHER LEAVES OF ABSENCE EMPLOYEE INSURANCE RETIREMENT TOOL REIMBURSEMENT POLICY UNIFORM MAINTENANCE SAFETY RESIDENCY GRIEVANCE REVIEW PROCEDURE UNION RIGHTS DUES DEDUCTION & INDEMNIFICATION CITY RIGHTS STRIKES & WORK STOPPAGES LAYOFFS MISCELLANEOUS PROVISIONS SOLE & ENTIRE AGREEMENT WAIVER OF BARGAINING DURING THE TERM OF THIS MOU EMERGENCY WAIVER PROVISION SEPARABILITY PROVISION TERM OF MOU RATIFICATION & EXECUTION 25A -6 PAGE 6 7 11 17 28 32 35 37 42 49 52 54 55 56 57 58 60 67 69 71 72 75 79 80 81 82 83 84 TABLE OF CONTENTS (Continued) ARTICLE SUBJECT PAGE EXHIBIT A BASIC SALARY & WAGE SCHEDULE 86 EXHIBIT B ASSIGNMENT OF CLASSIFICATIONS TO SALARY RATE RANGES REPRESENTED BY SANTA ANA CITY EMPLOYEES CHAPTER 1939 SERVICE EMPLOYEES INTERNATIONAL UNION LOCAL 721, 89 EXHIBIT C RESOLUTION NO. 81 -75 97 EXHIBIT D 9/80 HARDSHIP CLAIM 111 25A -7 TABLE OF CONTENTS (Cross - referenced in Alphabetical Order) SUBJECT ASSIGNMENT & OTHER SPECIAL PAY ADDITIVES ATTENDANCE, WORKDAY & WORKWEEK CITY RIGHTS DUES DEDUCTION & INDEMNIFICATION EMERGENCY WAIVER PROVISION EMPLOYEE INSURANCE GRIEVANCE REVIEW PROCEDURE HOLIDAYS LAYOFFS MISCELLANEOUS PROVISIONS NON - DISCRIMINATION CLAUSE OTHER LEAVES OF ABSENCE OVERTIME RATIFICATION & EXECUTION RECOGNITION RESIDENCY RETIREMENT SAFETY SALARIES SEPARABILITY PROVISION SOLE & ENTIRE AGREEMENT STRIKES & WORD STOPPAGES TERM OF MOU TOOL REIMBURSEMENT POLICY TRAINING & EDUCATIONAL ASSISTANCE PROGRAM UNIFORM MAINTENANCE UNION RIGHTS VACATION WAIVER OF BARGAINING DURING THE TERM OF THIS MOU EXHIBITS: ASSIGNMENT OF CLASSES REPRESENTED BY SANTA ANA CITY EMPLOYEES CHAPTER 1939 SERVICE EMPLOYEES INTERNATIONAL UNION LOCAL 721 BASIC SALARY & WAGE SCHEDULE RESOLUTION NO. 81 -75 9/80 HARDSHIP CLAIM FORM 25A -8 ARTICLE PAGE ARTICLE V 17 ARTICLE III 7 ARTICLE XX 69 ARTICLE XIX 67 ARTICLE XXVI 81 ARTICLE XI 49 ARTICLE XVII 58 ARTICLE VIII 35 ARTICLE XXII 71 ARTICLE XXIII 75 ARTICLE II 6 ARTICLE X 42 ARTICLE VI 28 ARTICLE XX.IX 84 ARTICLE 1 5 ARTICLE XVI 57 ARTICLE XII 53 ARTICLE XV 56 ARTICLE IV 11 ARTICLE XXVII 82 ARTICLE XXIV 79 ARTICLE XXI 71 ARTICLE XXVIII 83 ARTICLE XIII 54 ARTICLE VII 32 ARTICLE XIV 55 ARTICLE XVIII 60 ARTICLE IX 37 ARTICLE XXV 80 EXHIBIT B 89 EXHIBIT A 86 EXHIBIT C 97 EXHIBIT D I l l ARTICLE I 1.0 RECOGNITION 1.1 Pursuant to the provisions of the Meyers - Milias -Brown Act, Goverment Code Section 3500, et sett, the City of Santa Ana (hereinafter called the "City ") has recognized the Santa Ana City Employees Association, Chapter 1939 /Service Employees International Union Local 721 (hereinafter called the "Union ") as the recognized representative of the bargaining unit which includes all full -time personnel employed by the City of Santa Ana in classifications listed in Exhibit B of this MOU. 1.2 During the term of this MOU, no substantive issue of representation shall be raised contrary to this MOU except as provided in Resolution No. 81 -75, the Employer - Employee Relations Resolution of the City of Santa Ana. 25A -9 ARTICLE II 2.0 NON - DISCRIMINATION CLAUSE 2.1 The City and the Union agree that they shall not discriminate against any employee because of race, color, sex, age, national origin or alienage, sexual orientation, political or religious opinions or affiliations, or union membership, and that all jobs are open to males and females. The City and the Union shall reopen any provision of this MOU for the purpose of complying with any order of a Federal or State agency or court of competent jurisdiction requiring a modification or change in any provision or provisions of this MOU in compliance with State or Federal anti- discrimination laws. 2.2 Whenever reference is made to the masculine gender, it shall be understood to include the feminine gender, unless expressly stated otherwise. 25A -10 ARTICLE III 3.0 ATTENDANCE, WORKDAY & WORKWEEK 3.1 Attendance. Employees covered by this MOU shall be in attendance at their work during hours prescribed by the Department Head or his/her designee(s) and shall not absent themselves without approval of the Department Head or his /her designee(s). 3.2 Hours of We . Eight (8) hours of work shall constitute a normal day and forty (40) hours of work shall constitute a minimum workweek, except for employees for whom special regulations have been approved by the City Manager as follows; A. 4110 Work Schedule for Community Preservation Inspectors Police De artment Employees and Selected Fleet Services Employees, The Department Head, with the approval of the City Manager, may assign these employees to a workweek consisting of four (4) ten (10) hour days with an additional one -half (1/2) or one (1) hour for unpaid lunch as negotiated with the Union. The assigned employee shall work four (4) ten (10) hour days aid shall have three (3) consecutive days off in a workweek. Upon mutual agreement between the supervisor and employee, the employee may waive his or her right to three (3) consecutive days off in a workweek, The regular workweek shall consist of forty (40) hours. A regular day off shall consist of ten (10) hours. B. 3/11.5,1/5.5 Work Schedule For Detention Records Employees. The Department Head, with the approval of the City Manager, may assign these employees to a workweek consisting of three (3) eleven and one -half (11.5) hour days and one (1) five and one -half (5.5) hour day, with an additional forty -five (45) minutes for unpaid hutch as negotiated with (lie Union. The assigned employee shall have three and one -half (3.5) consecutive days off in a workweek. Upon mutual agreement between the supervisor and employee, the employee may waive his or her right to three and one -half (3,5) consecutive days off in a workweek The regular workweek shall consist of forty (40) hours. A regular day off shall consist of either eleven and one -half (11.5) hours or five and one -half (5.5) hours. C. 9/80 Work Schedule, The work schedule described below is known as the 9/80. The 9/80 work schedule is designed to be in compliance with the requirements of the Fair Labor Standards Act (FLSA). In the event that there is a conflict with the current rules, practices and /or procedures regarding work schedules and leave plans, then the rules listed below will govern. Employees shall be permitted to work a 9/80 work schedule when authorized by the Department Head and approved by the City Manager. A departmental work unit will not be permitted to work this schedule if in the discretion of the Department Head and City Manager, the 9/80 work schedule may reduce service to the public. 25A -11 9/80 Work Schedule Defined. The 9/80 work schedule shall be defined as working eighty hours over nine days in a two -week period. An employee shall work eight days for nine hours per day and one day for eight hours, excluding a one -hour lunch during each work shift, totaling forty (40) working hours in each FLSA work week. a. The Work Week Period. The forty (40) hour FLSA work week period shall be defined as the work period starting from Friday at mid, shift to Friday at nnid -shift. No employee working the 9/80 work schedule will be able to flex their Friday start time nor the time they take their lunch break, which will occur in the middle of the day on Fridays. b. The 9/80 Work Period. The 9/80 two -week work period for employees starts Friday mid -shift and continues for fourteen (14) days imtil Friday mid -shift. During this period, each week is made up of four nine -hour work days (thirty -six hours) and one four - hour Friday and those hours equal forty work hours in each work week (e.g., the Friday is split into four hours for the first shift, which is charged to work week one and four hours for the second shift, which is charged to work week two). c. Employees cannot change schedules without prior approval of their supervisor and Department Head. The purpose of this authorization is to review the impact on staffing and overtime. Employees may change schedules at the beginning of any work period with supervisor and Department Head approval. d. Modifications of the FLSA work week period are not permitted unless authorized by the Executive Director of Personnel Services ad the City Manager. V. Emergencies. All employees on the 9/80 work schedule are subject to be called to work any throe to meet any and all emergencies or unusual conditions that, in the opinion of the City Manager, Department Head or designee, may require such service from any of said employees. Overtime Defined, All FLSA nonexempt employees working under the 9/80 work schedule will earn overtime for all hours worked after the first forty (40) horns in an FLSA work week as required under FLSA. Employees are required to obtain supervisor authorization before working any overtime. 25A -12 a. Overtime Compensation: As stated in Section 6.4 of this MOU. b. Compensatory Time: As stated in Section 6.4 of this MOU. 3. Leave Benefits. When an employee is off on a scheduled workday under the 9/80 work schedule, then nine (9) hours of eligible leave per workday shall be charged against the employee's leave balance or eight (8) hours shall be charged if the day off is a Friday. All leaves shall continue under the current accrual, eligibility, request and approval requirements. a. Vacation Leave; As stated in Article IX of this MOU. . b. Sick Leave: As stated in Article X of this MOU. C. Bereavement Leave: As stated in Article X of this MOU, d. Holidays: As stated in Article VIII of this MOU. For a recognized City holiday, eight hours, as stated in Article VIII, are earned for each holiday, For the charging of hours on a scheduled holiday, the employee must use eight (8) hours of holiday time off and one (1) hour from the employee's vacation leave or compensatory time banks for a nine (9) hour workday charge or eight (8) hours holiday time off for a Friday, ii. If a holiday falls on an employee's Friday off, the employee must then take their holiday off before or after the regular holiday as their holiday off with supervisor and Department Head approval. If the employee cannot take their holiday off before or after the regular scheduled holiday off the employee will bank eight hours of holiday leave to be used at a later date with the supervisor's approval. e. Jury Duty Leave. The provisions of the NIOLJ shall continue to apply; however, if an employee is called to serve on jury duty during a normal Friday off, Saturday, or Sunday, or on a City holiday, then the jury duty shall be considered the same as having occurred during the employee's day off work; therefore, the employee wilt receive no added compensation. D. It is the intent of the parties that no additional paid time off shall be gained or lost as a result of the implementation of either the 4/10, the 3/11.5 plus 115.5, or the 25A -13 9/80 work schedules. The City reserves the right to abandon either the 4110, the 3111.5 plus 115.5, or the 9/80 work schedules for these employees if, in the opinion of the concerned Department Head and the City Manager, either the 00, the 3111,5 plus 115.5, or the 9/80 work schedules has not produced the desired results. If this right is exercised, however, the City and SEIU shall meet and confer in good faith prior to abandoning any of these work schedules. E. Any employee having been authorized to work the 9/80 work schedule who subsequently encounters a personal hardship with his /her work hours may request an accommodation from his /her Department Head. A "hardship request" will be limited to an employee's authorized hours of work. An accommodation will be considered only after the employee has exhausted all other personal options to resolve the hardship. If the employee is unable to resolve his/her problem, the employee may request an accommodation from their Department Head by submitting a hardship claim, The Department Head may authorize an accommodation after reviewing said claim or assign a manager to investigate and recommend a resolution of the hardship claim. The recommendation of the manager will be limited to the following; 1. Approve an appropriate flex schedule that does not disrupt the department ability to deliver its services or create disruption in the work unit. 2. Disapprove the employee's proposed solution to resolve the hardship. 3. Reassign the employee to a 5140 work schedule. The Department Head may accept any one of the manager's recommendations or advance his own to resolve the hardship. F. The Water Production staff will work an eight (8) hour day shift covering Monday through Friday. Employees will be required to take a 30 minute unpaid hunch break during the shift. 10 25A -14 ARTICLE IV 4.0 SALARIES 4.1 Basic Compensation Plan. There is hereby established a basic compensation plan for all Rill-time personnel who are now employed or will in the future be employed in any of the designated classifications of employment represented by the Union as listed in this MOU and its attachments. 4.2 Salary Schedule. The basic salary schedule, attached hereto in a matrix format as Exhibit "A," and made a part hereof as though set forth in full herein, provides numerous salary rate ranges, each comprised of seven (7) steps or rates of pay. The respective rate ranges are identified by a three digit number. The steps within each range are identified by the letters "AAA" through "E" inclusive, with Step "AAA" being the lowest step in the range. The purpose of each step and the length of service required for advancement to the next higher step within a particular salary rate range are set forth in Exhibit "A." The assignment of classifications to salary rate ranges is listed in Exhibit B, which is attached and made a, part hereof as though set forth herein. 4.3 Salaries, A. The base salaries of employees covered by this MOU shall be adjusted as follows Effective July 1, 2015, the base salaries of employees covered by this MOU shall be increased by five (5) salary rate ranges(approximately 2.5 %). Effective July 1, 2016, the base salaries of employees covered by this MOU shall be increased by five (5) salary rate ra.nges(approximately 2.5 %). B. During the term of this MOU, should any other full -time employee bargaining unit of the City receive any base salary rate increase (not associated with a class & compensation study) that exceeds those set forth in Subsection "A" above, all employees covered by this MOU shall receive the same base salary increase or equivalent retroactive to the date such increase went into effect for the other bargaining unit. 4.4 Ap lication of Basic Compensation Plan. The salary rate ranges contained in Section 4.2 and Exhibit "B" are monthly salary rate ranges. All employees working in classifications of employment covered by this MOU shall be compensated at a monthly rate, except drat an employee hired for temporary work in a position which has an anticipated duration of less than six (6) months shall be paid at a rate per hour for actual time spent in the performance of the duties of his or her employment. The regular rate of pay shall be 11 25A -15 computed as provided for by the Fair Labor Standards Act (FLSA). Any hourly rate of pay, defined as the regular hourly rate of pay, shall be computed by dividing the monthly salary rate by 173.33. In determining the hourly rate as herein provided, computation shall be made to the nearest whole cent and a computation resulting in an even one-half cent shall fix the rate at the next higher whole cent. 4.5 Probation. The probationary period shall be one (1) year from the date of appointment from an open eligible list (new hire) or a reappointment eligible list (rehire) or a promotional eligible list. 4,6 Beginning Rates. A new employee shall be paid the rate shown as Step "AAA" in the salary rate range allocated to the classification of employment for which he or she has been hired. In special instances where such new employee possesses unique and exceptional educational training anal /or experience qualifications, the Department Bead, under whom the employee will serve, may submit a written request and justification to the City Manager for authorization to place such new employee on Step "AA," "A," `B," "C," or "D" within the allocated salary rate range, provided that such employee shall be assigned such salary step upon the commencement of his or her service in the classification of employment to which the salary rate range applies and such assignment having once been made shall remain in effect until the said employee shall be entitled to advance to the next salary step in accordance with the further provisions of this Article. 4.7 Service, The word "service" as used in this MOU shall be deemed to mean continuous, fu11-time service in the classification in which the employee is being considered for salary advancement, service in a higher classification or service in a classification allocated to the same salary rate range and having generally similar duties and requirements, Employees hired after the first (I") working day of the month shall not be credited with "time in service" for that month when determining the length of service required for salary step advancement. A lapse of service by an employee for a period of time longer than thirty (30) calendar days by reason of resignation, quit, or discharge, shall serve to eliminate the accumulated length of service time of such employee for the purposes of this MOU, and such employee reentering the service of the City shall be considered as a new employee, except when he or she is being or will be reappointed within one (1) year and placed in the same salary step in the appropriate salary rate as he or she was at the time of termination of employment. "Resignation, quit, or discharge" for purposes of this section shall mean separating from full-time City employment altogether, not leaving one position to accept appointment to another position in an unrelated classification outside the career ladder. 4.8 Advancement Within Ranges. A. Length of Service Advancements. After the salary of an employee has been first established and fixed under this plan, such employee shall be advanced from Step "AAA" to Step "AA," Step "AA" to Step "A," from Step "A" to Step "B," from Step `B" to Step "C," or from Step "C" to Step "D," whichever is the next higher 12 25A -16 step to that on which the employee has been previously paid, effective the first day of the month following the date of completion of the length of service required for such advancement as provided in Section 4.2 and Exhibit A hereof. B. Merit Advances. An employee shall be considered for advancement from Step "D" to Step "E" upon the completion of the required length of service as provided in Section 4,2 and Exhibit A hereof, the effective date of such merit increase, if granted, shall be on the first (111) day of the month following the completion of such required length of service. Advancement to Step "E" may be granted, only for continued meritorious and efficient service and continued improvement by the employee in the effective performance of the.duties of his or her position. Such merit advancement shall require the following: There shall be on file in the office of the Executive Director of Personnel Services a copy of each periodic performance appraisal report required to be made on the employee by the Civil Service Rules and Regulations and /or the City Manager during the period of service time of such employee subsequent to his or hex last salary advancement. 2. The Department .Head, at least twenty (20) calendar days prior to the anticipated completion of such employee's required length of service, shall file with the City Manager a statement recommending the granting or denial of the merit increase and supporting such a recommendation with specific reasons therefore. The employee shall be notified by the Department Head as to such recommendations and of the reasons therefore. No advancement in salary above Step "D" shall become effective until approved by the City Manager, except when placement on a salary stop above Step "D" results from promotion under the provisions of Section 10 of this Article. 4. Notwithstanding the foregoing provisions of this subsection to the contrary, a merit step advance shall be automatically granted ninety (90) days after the due date if no performance appraisal is completed. The effective date of such merit step advance shall be retroactive to the first (la) day of the month following the completion of the required length of service. C. Length of Service Required When Advancement Denied. When an employee has not been approved for advancement to merit Step "E," he or she may be reconsidered for such advancement after the completion of three (3) months of additional service and shall be reconsidered for such advancement after the completion of six (6) months of additional service. This reconsideration shall follow the same steps and shall be subject to the same actions as provided in subparagraph B (2) and (3) of this section. 13 25A -17 4.9 Reduction in Salary Steps. Any employee who is being paid at merit Step "E" may be reduced to Step "D" of the appropriate salary range, upon the recommendation of the Department Head, and the approval of the City Manager. Procedure for such reduction shall follow the same procedure as outlined for merit advancements in Section 4.8 above, and such employee may be considered for readvancement under the same provisions as contained in Subsection C of Section 4.8 above. 4.10 Promotional Salary Advancement, When an employee is promoted to a position in a higher classification from a position in a lower classification in the same occupational career ladder, he or she shall be reassigned to Step "AAA" in the appropriate salary rate range for the higher classification; provided, however, that if the base salary step currently being paid such employee is already equal to or higher than said Step "AAA," lie or she will be placed in the lowest step in the appropriate salary rate range as will grant that employee a minimum increase of one (1) salary step (approximately 5 %) over his or her current base salary step, inclusive of lead pay, and exclusive of any other assignrncnt or special pay additive or additives such as bilingual pay, shift differential, special skill pay or the like, except when placement at "E" step will not be sufficient to provide a one (1) salary step (approximately 5 %) increase. 4.11 Demotion. When an employee is demoted to a position in a lower classification, his or Iner salary rate shall be fixed in the appropriate salary rate range for the lower classification in accordance with the following provisions: A. The salary rate shall be reduced by at least one (1) salary step (approximately 5 %). B. The new salary rate must be within the appropriate salary rate range. C. The new salary rate shall not be higher than the salary step to which the employee would have been entitled had his or her service time in the higher classification been spent in the lower classification. D. If the salary rate recommended by the Department Head is lower than the maximum step permissible under Subsection C above, such recommendation shall be considered a reduction in pay in addition to the demotion and shall be handled in accordance with the provisions for salary reductions in Section 4.9 above. 4.12 Reallocation of Salary 'Rate Ranges. Any employee who is employed in a classification which is reallocated to a different salary rate range from that previously assigned shall be retained in the same salary step in the new salary rate range as he or she had previously held in the prior rate range and shall retain credit for length of service in such step towards advancement to the next higher step. 4.13 Request for Classification Review. Any employee who, for a period exceeding one (1) year, believes he or she is regularly and consistently performing duties and /or 14 25A -18 responsibilities not in conformance with their classification concept or, duties and /or responsibilities of another classification, may request a classification review of their position through their supervisor to the Department Head, The employee must submit their request on a form specified by the Executive Director of Personnel Services, outlining in writing how they believe their current duties and/or responsibilities differ from their classification concept. A, The Department Head will review the employee's submitted request and within sixty (60) days will make one of the following determinations: 1, Will support the employee's request. a. If the Department Head supports the employee's request for a classification review, he or she will forward the request to the Executive Director of Personnel Services along with justification for support of the employee's request. b, The Department Head will notify the employee that his or her request has been submitted to the Executive Director of Personnel Services, 2. Will not support the employee's request. a. If the Department Head does not support the employee's request for a classification review, he or she will notify the employee of this decision in writing and set forth the basis for the decision. a. If the Department Head does not support the employee's request, but agrees that some of the duties and/or responsibilities being performed by the employee are those of a higher level City classification, he or she can do the following: i. Return the employee to performance of the duties and /or responsibilities of their proper classification. ii. Eliminate the higher duties and/or responsibilities being performed by the employee, for which the City has agreed are those for which it will provide higher compensation. B. Any employee request for classification review approved by the Department Head will be forwarded to the Executive Director of Personnel Services. The Executive Director of Personnel Services will confirm receipt of the request in writing to the employee. Within sixty (60) days of receipt of the request, the Executive Director of Personnel Services will notify the employee and Department Head of the decision as to whether a study will be conducted. If the Executive Director of Personnel Services determines that a study is appropriate, the Executive Director 15 25A -19 of Personnel Services will so notify the employee and the Department Head in writing and will provide the employee and Department Head with an approximate start date for the study. C, All determinations of the Department Head and the Executive Director of Personnel Services are final, D. All studies and study findings will require City Manager approval before proceeding. E, All recommendations resulting from study findings require the approval of the City Council and will be implemented in accordance to the City's Civil Service rates. 4.14 Class and Compensation Study. The City will conduct a class and compensation study using benchmark classifications in the bargaining unit. The parties will form a Joint Labor Management Team to develop the RFP, serve on the REP Committee to select the consultant /contractor, meet to oversee /address the details /issues of the study and review the final study, The parties intend that the study will be completed by January 2017. The parties will then meet and confer over the implementation of the study findings. The study will include a review of job families and career ladders. Additionally, in the event that the parties agree that any job class should be reduced in salary, the effected incumbents will have their salaries frozen [Y- Rating]. 16 25A -20 ARTICLE V 5.0 ASSIGNMENT & OTHER SPECIAL PAY ADDITNES 5.1 Assignment Pay Differential. Assignment pay differentials, as listed herein and throughout the MOU, will, in each case, be added individually and separately to the employee's base salary, In no event shall one assignment pay differential be added to the employee's base salary as a basis for the calculation of an additional pay differential A. Incumbents in the classifications of Senior Office Assistant, Secretary, Executive Secretary, or Planning Commission Secretary who are assigned by a Department Head, with the prior approval of the City Manager, to a position requiring the ability to take dictation at a rate of 70 words per minute or better on a regular basis or as all essential or integral element of the work of the position, will be paid a monthly differential of sixty dollars ($60) above his or her base monthly salary step for each full month of such assignment. C. An incumbent in the classification of Senior Office Assistant who is continuously mud regularly assigned to operate and who actually operates, a two -way radio communications base station, will be paid at a rate set five (5) salary rate ranges (approximately 2.5 %) above his or her then current base monthly salary step. D. Incumbents in the classifications of Fleet Equipment Technician I, II and III who possess nationally recognized certifications for Automotive Service Excellence Master Certification (ASE) and ASE Alternative Fuel, will be paid an assigmnent pay differential at a rate set five (5) salary rate ranges (approximately 2.5 %) for said certification, above their then current base monthly salary step. The restrictions set forth in Section 5,7 do not apply to this provision. E. Personnel in the classifications of Eleet Equipment Technician 1, II, 111, and Fleet Equipment Supervisor, who maintain a valid State of California Commercial Driver's License and are assigned to an area that requires the possession of either a Class "A" or Class `B" license in the course and scope of their work shall be paid at a rate set five (5) salary rate ranges (approximately 2.5 %) above their then current base monthly salary step. F. An employee that is required by a Department Head or their designee to perform the duties of a Notary Public for the City, in addition to regular duties, shall be paid a monthly differential of forty dollars ($40) above his or her then current base monthly salary step. 5.2 Lead Pam. An incumbent who is regularly and continuously assigned to lead a functional Emit which includes two (2) or more positions in the same or lower classifications as the incumbent, may be compensated for said duties upon mutual agreement of the City and 17 25A -21 SEIU and approval of the Department Head and the Executive Director of Personnel Services. This compensation shall be referred to as "lead pay." In addition, inornnbents in the following classifications who are regularly and continuously assigned to perform lead supervisory responsibilities will receive lead pay compensation at a rate set ten (10) salary rate ranges (approximately 5 %) above his or her then current base monthly salary step: Buyer, Customer Service Representative, Equipment Operator -Motor Sweeper, Information Services Representative, Librarian, Library Services Assistant, Parking Meter Technician Ii, Senior Systems Administrator, Graphics Designer Il, Senior Accounting Assistant, Housing Specialist II, Senior Librarian, Workforce Specialist 1I, and Workforce Specialist Ill. An incumbent in the classification of Custodian who is regularly and continuously assigned to perform lead supervisory responsibilities will receive lead pay compensation at a rate set fifteen (15) salary rate ranges (approximately 75%) above his or her then current base monthly salary step. Any employees who have continuously received lead pay for leading the same functional group for five years shall have their lead pay assignment made permanent. 5.3 Bilin ig ral Pte. An employee who is assigned by a Department Head or their designee to a position requiring bilingual capability in both English and any other languages designated by the Orange County Registrar of Voters as necessary for official voting information and or Federal Voting Rights Act and sign language, will be paid a monthly assignment pay differential in accordance with the criteria and amounts set forth below: A. Certification by the Executive Director of Personnel Services as having satisfactorily demonstrated conversational fluency in both languages for any position requiring bilingual capacity. B. Positions where it has been determined by the Department Head that bilingual proficiency is essontial to catty out duties and responsibilities of a critical and /or emergency nature without ready access to backup assistance, or positions where bilingual public contact is a major, essential or integral element of the work being performed, will be designated as Primary Bilingual Assignments. A qualified incumbent of such position will be paid a monthly differential of one hundred seventy -five dollars ($175) above his or her base monthly salary step for each full month of such assignment. C. Positions where it has been determined by a Department Head that regular and frequent bilingual usage is necessary to the performance of duties, but not a major, essential or integral element of the work, will be designated as Secondary Bilingual Assignments. A qualified incumbent of such position will be paid a monthly differential of forty dollars ($40) above his or her base monthly salary step for each full month of such assignment. D. The number of such Primary and /or Secondary Bilingual Assignments shall be no larger than the requirements of the department as determined by the Department Head and the City Manager. 18 25A -22 E. There shall be periodic recertification of such bilingual capability. F. In no event shall an employee be eligible to earn more than one (1) bilingual pay differential. 5.4 Shift Differential, A. Generally, An employee in a classification represented by the Union who is continuously and regularly assigned to a schedule of work which requires that he or she actually work a minimum of four and one -half (4 1/2) hours between the hours of 5:00 p.m. and 7:00 a,m., will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5 %) higher than his or her then current base monthly salary step; except, however, such shift pay differential shall not be applicable to employees in the classification of Park Ranger and Supervising Park Ranger, B. hibrary Employees. Employees hired and assigned to the Library prior to December 1, 1987, who work evening shifts until closing thee, but who are not otherwise eligible for shift differential as provided under Subsection A above, shall receive, as special shift pay, an amount equal to one -half (1/2) of one hour's pay for each day they work an evening shim until closing time. Said special shift pay shall be computed on the hourly equivalent of the base monthly salary step. Such half- hour's pay shall not be counted toward the computation of overtime. Such special library shift pay differential shall not be applicable to library employees hired on or after December 1, 1987. C. Early Morning Street Crews. A Street Maintenance employee who is assigned to traffic painting or downtown cleanup crews who is continuously and regularly assigned to a, schedule of work which requires that he or she actually work at least fifty percent (50 %) of his or her normal daily work shift between the hours of 1:00 a.m. and 7 :00 a.m., will be paid a shift differential for his or her entire work shift at a rate set ten (10) salary rate ranges (approximately 5 %) higher than his or her then current base monthly salary stop, D, Standby Pte. Employees who are released. from active duty but who are required by their department to leave notice where they can be reached and be available to return to active duty when required by the department at any time other than their regularly scheduled working hours, shall be said to be on standby duty. Effective no later than the first (Ise) day of the second (2ad) payroll period following Council approval, such employees shall receive four hundred fifty dollars ($450) per week when assigned to be on standby duty. Water Production, Water Maintenance, Public Works Maintenance, Building Maintenance, and Information Services Division staff shall be required to serve on standby duty and receive standby pay as defined above. The City's preference 19 25A -23 will be to accomplish the above through volunteers; however, qualified employees may be directed to be on standby if the number of volunteers is insufficient, In addition to Standby Pay, if an employee is able to handle the incident. by phone or other electronic means without reporting to duty, he shall be entitled to overtime pay at the rate of 15 minutes or actual time spent per incident whichever is greater, paid at time and one -half (T 1/2) per incident. Additional Standby Pay programs may be implemented with the approval of the Departrnont Head and City Manager, 5.5 Temporary Upgrade Assignment Pay. In order to provide an equitable method of compensating employees who are assigned temporarily to a vacant, full -time, budgeted, higher -level position the following shall apply: A. General Guidelines. Temporary Upgrade Assignments shall be limited to the temporary filling of vacant, full -time, budgeted positions due to the termination, promotion or authorized long -term absence of the incumbent. A temporarily vacant position need not be a positron without an inetanbent. 2. Each such assignment may be terminated at any time, but in no event shall such assignment continue beyond one hundred eighty (180) days of such assignment. Prior to recom ending to the City Manager that a pay differential for a Temporary Upgrade Assigmnent be granted, the Department Head shall make the following determinations: a. The duties and responsibilities of the position to be filled are of such nature that they cannot remain lmassigned pending the return to duty of the absent incumbent or preparation of an eligible list whichever is applicable. b. It is not practical to assign the duties of the vacant position to any other employee or employees in the same or higher classification, 4. The City Manager or his designee must give written approval of all Temporary Upgrade Assignments involving an increase in pay for the appointee. 20 25A -24 S. Eligibility, With the exception of those described in paragraph 3 below, regular, fiill- time employees shall receive Temporary Upgrade Assignment Pay if the following criteria are met: a. The work assumed encompasses the majority of the typical duties and responsibilities of the vacated position. b. To qualify for temporary upgrade assignment pay, employees must serve in an acting capacity in the higher level classification as follows: • ten (10) consecutive working days of eight (8) hours each; or • eight (8) consecutive working days often (10) hours each, for employees working on an alternative work schedule; or • any combination of consecutive working days consisting of nixie (9) hours each and one (1) working day consisting of eight (8) hours, for a total of 80 hours of work for employees working the "9/80 "work schedule; or • two (2) consecutive work weeks, consisting of three (3) 11.5 hour days and one (1) 5.5 hour day for a total of 80 hours of work for employees working on an alternative work schedule. C. In computing qualifying service rendered, only fall days of actual duty shall be included, and partial days shall not be combined to make full days unless they are normally granted holiday hours. Normally granted holidays will be included in computing actual duty days. d. Employees must requalify for an upgrade (Temporary Assignment) if the employee has not worked in this specific upgrade assignment for a period of 18 consecutive months. The employee shall only be considered to work in a higher classification if such work is duly and specifically authorized by the employee's Department Head. 2. Whenever practicable, the appointing authority shall rotate 'T'emporary Upgrade Assignments among all qualified employees. Employees in the following categories shall not be assigned to Temporary Upgrade work unless specifically authorized by the City Manager: 21 25A -25 a. Non - permanent employees (Probationary, Part -time, Seasonal, etc.). b. Employees performing work above their regular classification in a training capacity. C. Payment. On the eleventh (11«') consecutive working day an employee has been serving in a Temporary Upgrade Assignment, and for each additional consecutive working day the employee so serves, he or she shall receive the 'beginning rate (Step "AAA ") assigned to the higher classification or the lowest rate in that range which is at least ten (10) salary rate ranges (approximately 5 %) higher than the current base salary rate he or she normally receives, (inclusive of lead pay and exclusive of any other assignment or special pay additive or additives) whichever is greater, except when placement at "E" step will not be sufficient to provide the ten (10) salary rate range increase. If an employee has worked, ten (10) consecutive days during the term of this MOU in a higher classification, the employee shall thereafter receive upgrade pay for each day the employee is assigned to work in the higher classification during the term of this MOU. 2. Assignment or special pay additives, such as bilingual pay, shift differential, special skill pay, etc„ paid to an employee prior to becoming eligible for Temporary Upgrade Assignment Pay, will not be considered in computing the amount of higher pay to which he or she is entitled in Subparagraph 5.5C above. If the special circumstances upon which said additive is based are also applicable to the Temporary Upgrade Assignment and the employee remains eligible for such pay while in the temporary upgrade position, this amount will be added to the new salary rate range. Temporary Upgrade Assignments which entail moving an employee into a classification represented by an employee unit other than that which represents his or her permanent classification shall not include any change in fringe benefits for the affected employee. 4. While working in a Temporary Upgrade Assignment, an employee will continue to accrue, and have recorded, general, special or normal salary step increases in the employee's permanent position; however, such salary increases will be paid only to maintain the minimum five percent (5 %) differential above the salary to which an employee is entitled in his or her permanent position. 22 25A -26 5.6 All assignments of personnel to positions set forth in Sections 5.1 through 5.4 above shall be made or revoked at the discretion of the Department Head. 5.7 Limitation on Assignment Pay Differentials. Employees who were eligible for, assigned, and received assignment pay under section 5.1 of this article prior to June 30, 2013, shall continue to receive said pay under the current assignment formulas provided they continue to meet the qualifications described in the applicable assignment pay provisions of section 5.1 of this article. Employees hired after August 31, 2010 or hired before August 31, 2010, who did not receive assignment pay under section 5,1 of this article prior to June 30, 2013, shall not be eligible to receive it. 5.8 Career Development Incentives. Employees hired in a classification which requires an International Conference of Building Officials (ICBO), International Code Council (ICC), or other certificate as a prerequisite to hiring, either upon appointment or by the time of the ornployee's passage of probation ( "regular appointment "), shall not be eligible for career incentive pay for that prerequisite certificate. However, they will be eligible for career incentive pay for any other certificates approved for their classification. In no event shall the application of this Career Development Incentive Program result in an individual being eligible to earn more than twenty -five (25) salary rate ranges (approximately 12.5 %) above his or her current monthly base salary step. A. An incumbent in one of the classifications listed below will be paid at a rate set ten (10) salary rate ranges (approximately 5 %) above his or her then current base monthly salary step for each of the following: valid registration as a Registered Engineer by the State of California and valid registration as a Structural Engineer by the State of California (a total of twenty (20) salary rate ranges (approximately 10 %) for possession of both). Additionally, said incumbents who possess a valid certificate issued by the ICBO (o' similar nationally recognized certificating organization) in the areas of accessibility /usability (one specialty area), residential energy plan check, or non - residential energy plan check, shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step in accordance with the following schedule: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5 %); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5 %); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5 %). o Assistant Engineer I o Assistant Engineer II o Assistant Engineer- Transportation (T) o Senior Assistant Engineer a Senior Civil Engineer o Senior Engineer o Senior Traffic Engineer o Assistant Plan Check Engineer I o Assistant Plan Check Engineer II 23 25A -27 o Associate Plan Check Engineer o Senior Plan Check Engineer o Senior Transportation Analyst B. An incumbent who was employed as of August 16, 1991 in the classification of Plan Examiner (T), Assistant Plan Check Engineer I or II, Associate Plan Check Engineer, Senior Plan Check Engineer and who, as of December 31, 1987, had possessed a valid Plan Examiner Certificate issued by the ICBO shall continue to be paid at a rate set ten (10) salary rate ranges (approximately 5 %) above his or her then current base salary step. However, effective January 1, 1988, said ten (10) range differential shall be reduced to five (5) salary rate ranges (approximately 2,5 %) for any incumbent of said classifications who is issued his or her initial certificate on or after January 1, 1988, C. An incumbent in one of the classifications listed below who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of building inspection, combination inspection, electrical 'inspection, mechanical inspection, plumbing inspection, combination dwelling inspection, plan examining accessibility /usability (one (1) specialty area), residential energy plan check, or non - residential energy plan check, shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step in accordance with the schedule listed below. Incumbents who possess a valid, certificate issued by the ICBO in combination inspection may substitute this for building inspection or combination dwelling inspection; however, incumbents shall not receive incentive pay for more than two of these three certificates, One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5 %); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5 %); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5 %); an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10 %); and an additional certificate from the fifth specialty area (total of five): twenty -five (25) salary rate ranges (approximately 12.5 %). o Building Inspector o Electrical Inspector o Plumbing Inspector o Combination Building hrspector o Building Technician o Plan Examiner (T) o Senior Plumbing and Mechanical Systems Specialist 24 25A -28 o Senior Building Inspector o Senior Electrical Inspector o Senior Plumbing Inspector o Senior Combination Building Inspector o Plan Examiner (T) Electrical o Senior Electrical Systems Specialist D. Incumbents in the classifications of; o Conmunity Preservation Technician o Community Preservation Inspector o Senior CornmunityPreservation Inspector o Community Preservation Inspector II (T) who obtain or possess a valid certificate issued by the ICBO (International Conference of Building Officials), ICC (International Code Council), SCACEO (Southern Califomia/Statewide Association of Code Enforcement Officers), CACEO (California Association of Code Enforcement Officers), or any similar nationally recognized certificating organization in any four (4) of the following Career Development Incentive areas shall receive incentive pay worth five salary rate ranges (approximately 2,5 %) for each certificates, not to exceed five (5) certificates or a total of twenty -five salary rate ranges (approximately 115 %x). If an incumbent has obtained four (4) such certificates from the menu below, he or she than shall be eligible to earn an additional five (5) salary rate ranges (approximately 2.5 %) pay additive upon completion of both the SCACEO/CACEO Intermediate and SCACEO/CACEO Advanced Certifications; o Building Inspection o Electrical Inspection o Mechanical Inspection o Plumbing Inspection o Combo Dwelling Inspector o Plans Examiner o Zoning Inspection o Property Maintenance and housing o PC 832 o Basic Module (SCACEO /CACEO) o Accessibility Inspector /Plans Examiner o Permit Technician o Coastal and Ploodplain Construction Inspector o Disaster Response Inspector If an incumbent has already completed both the SCACEO / CACEO Intermediate and the SCACEO/CACEO Advanced certifications, upon completion of any other four (4) certificates from the menu above, said employee shall be eligible to receive the additional five salary rate ranges (approximately 2.5% total) pay additive for the Intermediate /Advanced certifications. In no event shall the expansion of current certificate pay opportunities result in an employee being eligible to cam more than twenty -five salary rate ranges (approximately 12.5 %) in pay additives for Career Development Incentives above his or her then current base monthly salary step. 25 25A -29 E. An incumbent in one of the classifications listed below who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of reinforced concrete, structural masonry, structural steel /welding, electrical inspection, plumbing inspection, plans examiner, or C27 landscape contractors license, shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step in aocordance with the following schedule: One certificate from one specialty area: five (5) salary rate ranges (approximately 2.5 %); an additional certificate from a second specialty area (total of two); ten (10) salary rate ranges (approximately 5 %); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5 %); an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10 %); and an additional certificate from the fifth specialty area (total of five): twenty -five (25) salary rate ranges (approximately 12.5 %). o Construction Inspector I o Construction Inspector II An inetunbent in the classification listed below who possess a valid certificate issued by the ICBO (or similar nationally recognized certificating organization) in the areas of plumbing inspection, electrical inspection, plans examiner, C27 landscape contractors license, turf grass management, or certified arborist (ISA), shall be paid an incentive pay differential at a rate set above his or her then current base monthly salary step in accordance with the following schedule: One certificate from one specialty area: five (5) salary rate ranges (approximately 15 %); an additional certificate from a second specialty area (total of two): ten (10) salary rate ranges (approximately 5 %); an additional certificate from a third specialty area (total of three): fifteen (15) salary rate ranges (approximately 7.5 %); an additional certificate from a fourth specialty area (total of four): twenty (20) salary rate ranges (approximately 10 %); and an additional certificate from the fifth specialty area (total of five): twenty -five (25) salary rate ranges (approximately 12.5 %). o Contracts Administrator G. An incumbent in one of the classifications listed below who possess a valid certificate issued by the International Society of Arboriculture (ISA) as a certified arborist shall be paid at a rate of set five (5) salary rate ranges (approximately 2.5 %) above his or her then current base monthly salary step. o Projects Manager o Tree Maintenance Supervisor o Tree Trimmer o Maintenance Worker II (assigned to the tree crew) o Public Works Projects Specialist o Landscape Development Associate 26 25A -30 5.9 H. An incumbent in the classification listed below who possesses a valid certificate issued by the International Society of Arboriculture (ISA) as a certified Tree Worker shall be paid at a rate of set five (5) salary rate ranges (approximately 2.5 %) above his or her then current base monthly salary step. o Maintenance Worker II (assigned to the tree crew) Limitation on Career Development Incentive Pay. A. With the exception of employee classification listed in subsection 5.9 (B), employees covered by this MOU and already receiving career development incentive pay under section 5.8 of this article prior to June 30, 2012 and who continue to meet the qualifications described in the applicable career development incentive pay provisions of section 5,8 of this article shall continue to receive said pay under the current career development incentive pay fon- hulas. Employees who have not received career development pay prior to the June 30, 2012 shall not be eligible to receive it. B. The employee classifications listed herein below covered by this MOU and already receiving career development incentive pay under section 5.8 of this article prior to June 30, 2013 and who continue to meet the qualifications described in the applicable career development incentive pay provisions of section 5.8 of this article shall continue to receive said pay under the current career development incentive pay formulas. Employees in the classifications listed herein below who have not received career development pay prior to the June 30, 2013 will not thereafter be eligible to receive it. Assistant Engineer I • Assistant Engineer II • Assistant Engineer - Transportation (T) • Senior Assistant Engineer • Senior Civil Engineer • Senior Engineer •. Senior Traffic Engineer Any employee hired after September 30, 2010 shall not be eligible to receive career development incentive pay under the career development incentive pay provisions of section 5.8 of this article. 27 25A -31 ARTICLE VI 6.0 OVERTIME 61 General Policy for Overtime Work, When it shall be determined to be in the public interest for employees to perform overtime work, or in an emergency situation, the City Manager, the Department Head, or a duly authorized, representative of the City Manager or the Department Head, may require an employee to perform overtime work. 6.2 Definition. Overtime work is defined as Authorized or required time worked in excess of 40 hours in the workweek schedule for a particular classification and organizational unit of an employee. A workweek is a fixed and regularly recurring period of 168 consecutive hours - 7 consecutive 24 -hour periods — as designated by the appointing authority. An employee's work schedule within the workweek shall not be changed, to avoid payment of overtime; provided, however, nothing shall abridge management's right to establish and change work schedules and assignments in accordance with the rights of management contained in Article XX. 6.3 Computation of Forty (40) Hour Workweek, In computing the forty (40) hour workweek, the following type of work hours shall be included in the computation: actual, hours worked, jury /witness leave and bereavement leave. Any combination of these hours in excess of forty (40) hours per work week shall entitle the employee to overtime. Work on an observed Holiday which would otherwise be a scheduled day off for the employee will be paid as overtime. Any paid time off during the workweek such as vacation leave, sick leave, holiday leave, President's Leave and Union Business Leave, as well as all unpaid leave including furlough days shall not be counted towards the hours worked in a workweek for the computation of overtime unless the hours in excess of forty (40) hours in a workweek (including the above listed time) are worked by the employee at the requirement of management. For example, an employee working a Monday through Friday work schedule who takes 9 hours of vacation leave on Monday and works his normal 31 hours Tuesday through Friday, would not earn overtime for 2 hours he volunteered to work extra on Saturday. However, if that same employee had been required by management to work the 2 hours on Saturday as opposed to volunteering, the 2 hours would be compensated as overtime. 6,4 Compensation for Overtime. A. The preferable method by which overtime shall be compensated is by monetary payment, at one and one -half (1 1/2) times the employee's regular rate of pay, subject to the provisions of Subsection "C" below. B. Should. the Department Head determine that the best interests of the City will be served thereby, he or his designee may permit an employee to be compensated for 28 25A -32 overtime work by taking paid compensatory time off at the rate of one and one- half (1 1/2) times the employee's regular base rate of pay. C. Employees shall have the option with Department Head approval to convert a maximum of eighty (80) hours of time and one -half (T 1/2) paid overtime (in compensation for 53 1/3 overtime horns worked) to time and one -half (T 1/2) compensatory time off benefits. Such compensatory time off shall be taken at the discretion of the employee when requested at least 72 hours in advance, subject to the operational needs and staffing requirements of the department. If the Department Head or his or her designee subsequently denies the requested compensatory time off the employee and department will mutually agree on a future date within one year when the employee can use the paid compensatory time off. If the requested compensatory time off is not used within that one year, such compensatory overtime will be paid off in cash. D. Time off with pay to compensate for overtime worked may be accumulated to a maximum of eighty (80) hours. E. Because each hour of overtime worked is programmatically accrued on a time and one -half (T 1/2) basis, compensatory time off will be taken, and monetary payment will be paid, on a straight -time basis. Also, upon termination, any earned, unused compensatory time off ( "time -on- the - books ") will be paid on a straight -time basis. F. Time off with pay to compensate for overtime worked maybe taken in increments as small as a half (1/2) hour. G. If compensatory time off is used in excess of that available, such excess compensatory time off will, first, be deducted from any available vacation benefits; finally, deducted from the next scheduled wage or salary payment, H. Time off with pay as compensation for overtime may not be granted or taken in advance of the overtime work for which the time off compensates. Before compensatory time off with pay may be taken, as herein ,provided, the overtime worked must have been recorded on official payroll records at or about the time the overtime work was performed. In the absence of such recording, no compensatory time off with pay will be permitted. Upon an employee's appointment to a position in which overtime may not be earned or upon an employee's separation from employment with the City by resignation, retirement, layoff or otzerwise, he or she shall forthwith be compensated for any overtime accumulated to the time imrnediately preceding such promotion or separation. 6.5 No Effect on Other Benefits. Overtime work shall not apply to the earning of employee benefits (refirernent, holidays, vacation accrual, sick leave accrual and employce 29 25A -33 insurance benefits), toward the completion of probationary period, or to progression within salary rate range. 6.6 Overtime Work to be Minimized. To the extent that he or she is reasonably able to do so, the Department Head or his or her designee shall arrange work programs to minimize overtime work. Necessary overtime work shall be apportioned among employees of like classification and assignment. 6.7 Call -Back Duty. Any employee covered by this MOU who is recalled to active duty from off -duty, shall be entitled to overtime pay at the rate of one and one -half (1 1/2) times the normal hourly pay rate for such employee for time actually worked after reporting to the place of duty, or three (3) hours pay at the normal rate of pay, whichever is greater. 6.8 Declaration of State of Emer ency. Upon the occurrence of fire, flood, earthquake, strike, riot or other catastrophe or emergency which directly affects City operations or the welfare of the City's citizens, the City Manager may declare a state of emergency to exist. Upon the declaration of a state of emergency, the City Manager may require any or all regular full -time employees of the City to work overtime or off-shift as he or she shall determine to protect life and property within the City. 6.9 Applicability of Fair Labor Standards Act. The parties agree that if the applicability of the Fair Labor Standards Act to local governmental entities is eliminated by either legislative or judicial action, they shall meet and confer regarding any proposed changes to this MOU; however, no such changes shall be made except on mutual agreement. 6.10 Court Ap earance. Compensation for court appearance by employees covered by this MOU shall be as follows: A. For each required court appearance made by an employee during his or her off - duty titre in regard to City business, said employee shall be paid overtime for the period of time from their arrival at court until they are released from court or the court session closes for that day. However, in no case shall an employee receive less than two (2) hours overtime for a court appearance. If separate court appearances are made both in the morning and afternoon of a particular day, a minimum of two (2) hours overtime will be allowed for each session attended, If the employee is not released from a morning session and roust retrain available for afternoon court, the employee shall be paid overtime for all hours the court is in session that day. The employee must provide a copy of the subpoena requiring his or her attendance to initiate payroll procedures. B. A subpoenaed employee scheduled to appear in court on City business during off - duty time may be. placed on standby status by the Department Head or his or her authorized representative if the employee can respond to the court, if called, 30 25A -34 within 60 minutes of the employee's notification. In the event such off-duty employee is on standby status during any court session and is not required to appear in court, such employee shall be compensated two (2) hours on a straight time basis, for each said court session. Such employee may elect, in lieu of paid time, two (2) hours of compensatory time off for standby time and not appealing in court, with the approval of the Department Head. If such off -duty employee on standby actually appears in court, he or she shall be compensated as provided in Subsection A, 31 25A -35 ARTICLE VII 7.0 TRAINING & EDUCATIONAL ASSISTANCE PROGRANI 7.1 Purpose. A. To encourage the employees of the City of Santa Ana to take college courses and special training courses which will better enable them to perform their present duties and prepare them for increased responsibilities, B. To provide financial assistance to eligible employees for education and training. C. To establish eligibility requirements, conditions and procedures whereby such assistance may be provided. 7.2 Eli ibilit . A, Applications for tuition reimbursement will be considered only from full -time, permanent City employees who have completed probation. B. Employees receiving financial assistance from other sources such as the G.I. Bill, scholarships, etc, shall be eligible for reimbursement, subject to Section 73 C, in an amount not to exceed the difference between the cost of tuition and the amount of the other financial assistance received, C. Applications will be approved only for courses directly related to the employee's job or directly related to a promotional position in the employee's occupational specialty. D. Courses not ostensibly related to the employee's job, but which are required to qualify for a degree that is directly related to his or her job, may be reimbursable only after all required occupationally related courses have been completed. E. Prior to receiving tuition reimbursement, employees must submit documentary proof of having received a grade of not less than "C" for the course. If objective ratings are not rendered for a, specific course, then a certificate of successful completion must be submitted. F. Approval will be limited to courses given by accredited colleges and universities, city colleges or adult education courses ruder the sponsorship of a Board of Education. Workshops, seminars, conferences and similar activities not identifiable as a formal course of instruction within the curriculum of a recognized educational institution, do not fall within the purview of this program but may be authorized and funded by the interested department without coordination with the Personnel Services Department. 32 25A -36 G, When an employee is required by his or her Department Head to attend a particular course or scminar, the expense shall be borne entirely by the department. 7.3 Reimbursement. A, Reimbursement will be based on the cost of tuition, required enrollment /registration fees, related miscellaneous fees (health, parking, student union fees, equipment, etc.), all required texts /eBooks, and related materials for each course. Additional expenses, such as meals and lodging are not reimbursable. B. Costs for required texts are eligible for one hundred percent (100 %) reimbursement subject to the following conditions: I , That a duplicate of the required text(s) was unavailable for loan from the departmental libraries prior to the commencement of course work; 2. That any textbook(s) purchased by the City shall be submitted to the employee's respective departmental library in order that such text(s) may be made available to all employees. C. Upon City Council approval, the maxinnun tuition reimbursement is two thousand five hundred dollars ($2,500) per fiscal year, which the employee may claim either as costs are incurred during the year or as one lump stun. D. Employees shall be limited, for purposes of tuition reimbursement, to a maximum of two (2) collegiate level courses of not more than a total number of units which is equivalent to six (6) "semester" units per semester, One (1) "quarter" unit shall equal two - thirds (2/3) of one (1) "semester" unit. 7.4 Procedures, A. An employee who desires to seek tuition reimbursement under the provisions of this Article must complete, in duplicate, an Application for Training and Educational Assistance Form and submit it to his or her Department Head prior to the commencement of class(es) or the payment of fees for registration/tuition, B, The Department Head will recommend approval or disapproval based on established criteria and budgetary constraints and then forward the application to the Executive Director of Personnel Services. C. The Executive Director of personnel Services or his or her designee will approve or disapprove the application for the City Manager. One copy will be returned to 33 25A -37 the employee and the duplicate will be retained by the Personnel Services Department. It is advisable that the applicant accomplish the procedure so far described in order to ascertain the eligibility of the intended course of instruction for reimbursement under the provisions of this policy prior to the inception of the course or disbursement of personal finds. D. The employee will submit his or her copy of the approved, application to the Personnel Services Department within three (3) months after he or she has completed the course and received his or her final grade, Such employee must include official verification of his or her final grade with appropriate receipts for tuition and textbook costs. These will be returnod to the employee upon request. Applications not submitted to the Personnel Services Department within three (3) months following completion of the course become void. E. Upon receipt of the application and required documentation, the Personnel Services Department will determine whether the completed course of instruction is compatible with the provisions of this Article and will compute the amount of reimbursement, authenticate the application and forward it to the employee's Department Head. The Department head will then authorize the Finance & Management Services Department to reimburse the employee the approved amount out of the budget of the department concerned. 34 25A -38 ARTICLE VIII 8.0 HOLIDAYS 8.1 Legal holidays observed by full -time pennanent and probationary employees of the City of Santa Ana are as follows: o January 1 - New Year's Day, o Third (3`d) Monday in January - In observance of Martin Luther King, Jr.'s Birthday. o Third (3`d) Monday in February - In observance of President's Day. o Last Monday in May - In commemoration of Memorial Day. o July 0' - In observance of Independence Day. o First (1") Monday in September - In observance of Labor Day, o November 11th - In observance of Veteran's Day. o Fourth (0) Thursday in November - In observance of Thanksgiving Day, o The Friday irmnediately following Thanksgiving Day. o Last working day before Christmas Day, unless Christmas Day falls on Thursday, in which instance, the day following Christmas Day shall be observed in lieu thereof. o December 25t1' - In observance of Christmas Day. o One (1) Floating Holiday - Any workday selected by the employee with prior permission of the employee's supervisor. o Every day proclaimed by the Mayor of the City as a holiday for City employees. o Any holiday which falls on a Sunday will be observed on the following Monday. o Any holiday which falls on a Saturday will be observed on the Friday preceding the holiday. 8.2 Holidays - Shift Personnel and Employees on Alternate Work Schedules. A. Full -time employees whose regularly scheduled clays off are other than Saturday and Sunday shall be entitled to receive twelve (12) working days off during the Year in lieu of the holiday benefits specified in Section 8,1 above. However, 35 25A -39 employees with alternative work schedules in the Community Preservation, Police Records, Correctional Records, Fleet Services Divisions, and employees on a 9/80 work schedule shall be credited with 96 hours of Holiday Time at the beginning of every calendar year in lieu of twelve (12) holidays in the year. If any employee working in the above referenced categories separates from employment prior to December 31 of any year and has exhausted 96 'hours of holiday time, the value of hours not yet accrued but used shall be deducted from the final paycheck. B. Said substitute holidays may be scheduled by the Department Head or his or her designee, normally during the same month that the holiday is observed by other City employees. An employee entitled to time off in lieu of holidays shall receive that time off in proportion to his or her service at Rill pay in such capacity during the year. 8.3 Modified Holiday Schedule - Library Employees. Pull -time employees assigned to the Library Department shall, during the term of this MOU, observe holidays on the dates specified in Section 8.1 above. 8.4 A newly appointed employee must actually work one (1) day preceding the day a holiday listed in Section 8.1 actually occurs in order to receive credit for such holiday during the month in which it occurs. An employee separating from the service of the City must be in a paid status one (1) day preceding and one (1) day following the day a holiday listed in Section 8.1 actually occurs in order to receive compensation for the holiday. A newly appointed employee must complete six (6) months of continuous fall -time service in order to receive credit for the Floating Holiday listed in Section I above. 8.5 Holiday time may be taken in increments of one -half (1/2) hour. 8.6 Holiday benefits may not be carried over from one (1) calendar year to the next. 36 25A -40 ARTICLE IX 9.0 VACATION 9.1 PuMose. It is the policy of the City to grant employees vacation leave in order to provide them with a break in their regular work schedule and this purpose will be used as a guide in the administration of the provisions of this Article. 9.2 Vacation, A. Effective January 1, 2016, the regular and longevity vacation accruals of bargaining unit members shall be combined into one single vacation bank. The accrual rates will remain the same. However, after January 1, 2016 there will no longer be a reference to longevity vacation. Longevity vacation earned but not advanced in 2015 will be credited to the employee's vacation bank effective January 1, 2016. Thereafter, members shall accrue the combined vacation with pay on a monthly basis as set forth in the following table. Completed Years Annual Vacation Hours Accrued Monthly Accrual Rate 1 80 6.67 2 80 6.67 3 120 10.00 4 120 10.00 5 120 10.00 6 10.33 10.67 11.00 Ul El 11.33 11.67 12.00 12 148 12.33 13 152 12.67 14 156 13.00 1.5 160 13.33 16 168 14.00 17 176 14.67 18 184 15.33 19 192 16.00 20 or more 200 16.67 37 25A -41 B. An employee who has completed less than one year's service during the calendar year shall receive a proportionate fraction in accordance with the amount of service to his or her credit during the year; provided, however, no employee shall be entitled to, or receive payment for, any vacation until he or she has completed six (6) months of continuous service. C. On or after the first (I") day of the month following completion of six (6) months of continuous full-time service, an employee may be allowed to take all or a proportionate fraction of his or her earned vacation, subject to scheduling approval of the employee's supervisor. D. Vacation time off may be taken in increments as small as one -half (1/2) hour, with fractional usage rounded upward to the next higher multiple of one -half (1/2), E. Upon completion of two (2) years of continuous service, each employee must take at least five (5) consecutive working days of vacation off each year thereafter. P. Computation of Vacation. In computing vacation, each municipal holiday that occurs during the vacation, and that falls on a day which the employee would have worked had he or she not been on vacation, shall be deducted from the computation so that one (1) additional day of vacation shall be allowed to the employee unless departmental practice provides some other manner of compensating for municipal holidays, Should an employee be confined to a hospital for sickness or injury while on authorized vacation, each full day of such confinement, when confirmed by a physician's statement and approval of the Department Head, may be deducted from the computation of vacation expended and charged against the employee's accumulated sick leave as available. 2. No employee may carry over from one (1) calendar year to the next, more than the equivalent of two (2) regular vacation periods from the previous two (2) years, and vacation not taken beyond that amount is forfeited. A regular vacation period is defined as the maximum amount of vacation earned in a calendar year as provided in Subsection A above. 3. The time at which an employee shall take his or her vacation shall be determined by the Department Head, with due regard for the wishes of the employee and particular regard for the needs of the service. 4. A period of earlier service does not apply toward vacation accumulation when an employee has had a break in continuous service, unless the break in service is concluded by reappointment, as provided in Section 9 -114 of 38 25A -42 the Civil Service Rules and Regulations, or by reemployment from layoff within one (1) year, Leave of absences without pay, as provided in Article X - Other Leaves of Absence, Section 10.1 E - Sick Leave — Extended; Article X — Other Leaves of Absence, Section 10,8 - Authorized Absence Without Pay - Long Term; and Article XXIII — Miscellaneous Provisions, Section 23,3 - Catastrophic Leave, do not constitute a break in continuous service as used in this section; however, the leave of absence period shall not be applied toward the accumulation of vacation, Absences due to military leave followed, by reinstatement, as provided in Section 9.143 of the Civil Service Rules and Regulations, do not constitute a break in service, and the period of absence on such military leave shall be applied toward the accumulation of vacation, G. Vacation Bux Back. Effective July 1, 2015 tIru June 30, 2016, employees covered by this MOU shall be given an option once per fiscal year, to receive cash compensation computed on a straight time basis in lieu of up to a total of one - hundred (100) hours of their banked vacation leave benefits. 2. Effective July 1, 2016, employees covered by this MOU shall be given an option once per fiscal year, to receive cash compensation computed on a straight time basis in lieu of up to a total of eighty (80) hours of their banked vacation leave benefits. 9.3 Longevity Vacation. A. Longevity vacation accrual shall be operative only through December 31, 2015. Effective January 1, 2016, all employees covered by this MOU shall accrue vacation governed solely by Section 9,2 B. All current and re- employed employees eligible to receive longevity vacation as of October 20, 2010 shall retain rights to both the existing longevity vacation accrual or cash out program operative only through December 31, 2015. Employees employed as of October 20, 2010 who were not yet eligible to received longevity vacation and any employee hired after October 20, 2010 will not obtain any rights to the longevity vacation accrual or cash -out program operative only through December 31, 2015. . C. Each permanent employee is granted additional work days of vacation leave with Pay for each completed year of full -time, continuous city service as set forth in the following table, This additional vacation shall be designated as longevity vacation. 39 25A -43 Completed Years Aional urly alent f gs6 7 8 1 %z 12 9 2 16 20 24 28 32 36 P2010 40 48 56 64 72 80 C. No employee becomes eligible for longevity vacation until completion of the sixth (6`) year of continuous service, and each employee continues to earn the maximum of ten (10) working days (80 hours) of longevity vacation for each completed year of service in excess of twenty (20) years, 9.4 Limitation on Vacation. With the exception of a retiring employee, no employee is granted, and no employee shall be allowed to take any vacation leave with pay in excess of fifty (50) working days or four hundred (400) hours in any one year. 9.5 Vacation Carr. A. No employee may carry over from one (1) calendar year to the next, more than the maximum vacation carryover as set forth in the, following table. Any vacation not used beyond the maximum carryover amount from year to year is forfeited, meaning that no pay shall be received for such unused vacation at any time. Notwithstanding the foregoing, for any affected employee who is in jeopardy of losing vacation because of department staffing needs, may with approval of the Department Head, Executive Director of Personnel Services and City Manager, receive a 30 -day extension beyond, the normal cutoff date so that such employee will not lose vacation time. .II 25A -44 Completed Years Max Carryover 1 80 2 160 3 200 4 240 5 240 6 244 7 252 8 260 9 268 10 276 11 284 12 292 13 300 14 308 15 316 16 328 17 344 18 360 19 376 20 392 21 or more 400 9.6 Excess Usage. If vacation time off is used in excess of that available, such excess vacation time off will, first, be deducted from any available compensatory time off accrual; finally, deducted from the next scheduled salary payment. 9.7 Effect of Extended Sick heave on Vacation Accrual, Absence on sick leave for a period in excess of fifteen (15) consecutive calendar days shall not be considered as service time for vacation accrual purposes. 41 25A -45 ARTICLE Y 10.0 OTHER LEAVES OF ABSENCE 10.1 Sick Leave. A. Definition. California's Healthy Workplaces /Healthy Families Act of 2014 (AB 1522) also known as California's Paid Sick Leave Law, requires the City to provide paid sick Iave to eligible employees upon oral or written request, within the parameters of the law, for the following purposes: • Diagnosis, care, or treatment of an existing health condition of, or preventative care for an employee or an employee's qualified family member; • Specified purposes for an employee who is a. victim or domestic violence, sexual assault, or stalking. B. Accrual. Each employee shall be entitled to, and shall earn an eight (8) hour working day of sick leave for each full calendar month of service in which he or she is employed by the City with full pay; provided, however, any absence on sick leave for a period of time greater than fifteen (15) consecutive calendar days in any one (1) calendar month shall not be considered to be service entitling an employee to earn sick leave as aforesaid. C, Authorized Only When 1Vecessary. Use of sick leave by City employees shall be authorized as follows: I. Sick leave is not a right which an employee may use at his or her discretion, but shall be allowed only in cases of necessity and actual sickness or disability, as authorized in Subsection A above and J below. 2. When an accepted industrial illness or injury has caused an employee's absence, for which benefits are required rancher the State Workers' Compensation Insurance and Safety Act, paid sick leave will be processed during the first three (3) consecutive days of the statutory waiting period, If the employee does not have sufficient accumulated sick leave at the commencement of such industrial illness or injury, they will be advanced sick leave for this purpose. Subsequently, the City will deduct an equal amount previously advanced from any sick leave accrued by the employee until the total amount is recovered. If the employee terminates before recovery of all advanced sick leave, the City will deduct the umrecovered cost of sick leave from such tenninated employee's final paycheck, to the extent possible. If the employee remains off work longer than fourteen (14) days due to the same workers' compensation related illness or injury, the employee will have the three (3) sick days used re- credited back to his 42 25A -46 or her accowit. The City pays the employee workers' compensation benefits for such illness or injury starting on the fourth (4"') day. ,The City may authorize employees to use sick leave, vacation, or compensatory time for approved workers' compensation medical appointments as specified herein. The City may authorize use of such leave for City approved medical appointments whenever such appointments cannot be secured outside the employee's regular workday, and salary continuation or workers' compensation benefits are not available. D. Limit. Sick accrual will be capped at sixteen hundred (1,600) hours or two hundred (200), eight (8) hour working days, Sick leave usage shall be charged in minimum increments of a half (1/2) hour. Fractional usage under a half (1/2) hour shall be rounded up to the next higher multiple of a half (1/2) hour. E, Extended. The City Manager may grant medical leave of up to six (6) months without pay to an employee who has exhausted all of his or her accrued sick leave if a licensed physician indicates that the employee will be sufficiently recovered to return to his or her employment within a six (6) month period. Prior to the expiration of the additional time, the employee may return to his or her position provided that the employee has a medical certificate from a licensed physician stating that the employee is able to return to work and perform all the duties of his or her position without work restrictions. In addition to the above, the City Manager may grant an additional extension not to exceed a total of one (1) year without pay. F. Extension by Use of Accred Compensatory Time Off and /or Vacation. After an employee's sick leave has been exhausted, he or she may be granted permission to first use any unused compensatory time off benefits and then any unused and available vacation leave. G. Notice. An employee taking sick leave shall notify his or her immediate supervisor either prior to or within four (4) hours after the time he or she is scheduled to report for ditty, or as otherwise established by his or her department. When the absence is for more than three (3) consecutive working days, upon return to work the employee must present to his or her Department Head a. physician's certificate providing a medical opinion that the employee could not report to work because of such illness or injury, and advising that the employee is sufficiently recovered to safely return to work. Such certificate shall be forwarded to the Executive Director of Personnel Services. Upon written request by a Department Head or his designee to an employee, a physician's certificate or other satisfactory written evidence of actual illness or injury may be required after any future absence of any duration less than 1:hree (3) 43 25A -47 clays. Such written notice shall be approved by the Department Head or designee and the stated reason therefore. H. Denial. No employee shall be entitled to sick leave with pay while absent from duty because of sickness or injury purposely self - inflicted or caused by willful misconduct; or because of sickness or injury sustained while engaged in employment, other than employment by the City, for monetary gain or other compensation; or due to other reasons resulting from engaging in any business or activity for the purpose of personal monetary gain or other compensation. 1. Excess Usage. If sick leave is used in excess of that due and available, such excess sick leave will first be deducted from any available compensatory time off benefit, then from any available vacation leave benefit, and finally from the next scheduled salary payment. Necessity Leave. Each employee shall be afforded the opportunity to use up to 48 hours of sick leave per calendar year, on a non - cumulative basis, as personal necessity leave. Personal necessity leave may be used to attend to an illness of a child, parent, or spouse of the employee. As used in this section, "child" means a biological, foster, or adopted child, a stepchild, a legal ward, or a child of a person standing in loco parentis; "parent" means a biological, foster, adoptive parent, a stepparent, or a legal guardian; and "immediate family" means any member of the employee's household related by blood or marriage; it parent, parent -in -law, spouse, child, brother, sister, grandparent, or grandchild of the employee, regardless of residence; any other relative of the employee by blood or marriage, where it can be established by the employee that the employee's presence is required to handle emergency arrangements and /or other matters. Necessity leave may also be used: a) to attend to a serious accident to members of the employee's immediate fatnily; b) childbirth; c) to cope with imminent danger to the employee's family, home, or other valuable property; d) when the existence of external circumstances beyond the employee's control make it impossible for him or her to report for duty; or e) attend to medical or dental appointments for members of the employee's household. K. Payment for Unused Sick Leave. 1. Except in cases of disability retirement, upon non - disciplinary termination of employment and ten (10) years of cumulative full -time service with the City, an employee shall be entitled to receive partial payment of their total accrued and unused sick leave balance upon the effective date of such termination and at the rate of pay effective on the date of such termination. At the employee's election, payment may be issued in either a lump surn or in equal monthly payments for a period of tap to five (5) years. 44 25A -48 For employees who have at least ten (10) years of service with the City prior to October 1, 2010, the maximum sick leave cash -out after ten (10) years of service shall be equal to one third (1/3) of accrued sick leave up to a maximum of four hundred twenty -seven (427) hours. For employees who had less than ten (10) years of service with the City as of September 30, 2010, the maximum sick leave cash -out after ten (10) years of service shall be equal to three hundred twenty five (325) hours, A lump sum payment shall be made to the beneficiaries of any eligible employee whose death occurs while such employee is an active employee of the City. Stich payment shall be in the amount as described above and at the rate of pay effective on the date of death. 2. An employee may elect to convert any lump sum payment provided in this section into health insurance premiums, to the extent necessary to provide the employee and his or her designated eligible dependents, if any, with benefits under the health insurance program maintained by the City. The City's obligation to pay such premium shall terminate upon the happening of any of the following events: a. Premiums have been paid on behalf of the former employee until all monies are exhausted; or b. The stun of prembans paid equals one hundred fifty percent (150 %) of the amount of the lump sure payment that the employee would have received for unused sick leave benefits had this option not been elected. C. Except in cases of disability retirement, upon non - disciplinary termuration of employment after fifteen (15) years of cumulative full -time service with the City, each qualified employee shall be entitled to payment for two - thirds (2/3) of the total sick leave benefit credited to his or her account upon the effective date of such termination to be applied toward health insurance prenziwns only as specified in Section K (2) above excluding Subsections a and b. d. Employees covered by this MOU may apply any payments for unused sick leave as described above to a Retirement Health Savings Account (RHS) as described in Article 11 .6. e. Employees that retire after ratification of this MOU but prior to the RIIS Plan being established will have the option to have any payments as described above for unused sick leave directed into their individual RHS account once established. 415 25A -49 10,2 Bereavement Leave. A. An employee shall be granted up to three (3) working days of paid bereavement leave in case of death of a member of the employee's immediate family, "Immediate family" as used in this section is limited to: 1, Any member of the employee's household related by blood or marriage; 2. A parent, parent -in -law, stepparent, spouse, child, stepchild, brother, stepbrother, sister, stepsister, grandparent or grandchild of the employee, regardless of residence; 3. Any other relative of the employee by blood or by marriage where it can be established by the employee that as a result of such relative's death, the employee's presence is required to handle funeral arrangements and /or matters of estate. B. An employee may use up to sixteen (16) bours of additional leave charged to their Personal Necessity Leave balance when authorized by their Department Head, 10.3 Military Leave. A. Proof of Orders and Reinstatements. An employee shall be granted military leave if he or she furnishes the Executive Director of Personnel Services satisfactory proof of his or her order to report for duty. Upon return and upon showing of Proof of actual service pursuant to such orders, he or she will be reinstated as provided in Section 143 of the Civil Set-vice Rules and Regulations of the City of Santa Ana, B. Teinj2orary. Members of the reserve forces of the United States, or the National Guard, granted temporary leave when ordered to duty will be granted leave with pay not to exceed thirty (30) working days in each calendar year after one (1) year Of service with the City upon presenting satisfactory proof of orders to and from such temporary active duties. 10.4 Jury and Witness Leave. When an on -duty employee is called to serve as ajuror or non- party witness in any court action, he or she shall be allowed to leave for the time actually required for such service without loss of pay, Each on -duty employee called for such service shall present his or her Department Head the subpoena calling him or her to such service and shall pay into the City Treasury the fees collected for such service, with the exception of reimbursement for transportation expenses, if any, 10.5 Examination Leave, Employees participating in examinations conducted during their normal working hours for positions in the competitive service of the City of Santa Ana 46 25A -50 will be granted leave with pay for the time actually required without loss of any accrued vacation time off benefits. 10.6 Unauthorized Absence. Unauthorized absence from duty for any duration of time may be considered cause for dismissal. Absence from duty without approved leave for five (5) consecutive working days shall be decmed a resignation from the service; provided, however, if the employee returns to work and provides an explanation for such absence which his or her Department Head finds satisfactory, the Department Head may restore the employee to his or her position, with the City Manager's approval. 10.7 Authorized Absence Without Pay - Short Term. Absence without pay not to exceed five (5) consecutive working days may be authorized by the Department Head. Absence without pay up to fifteen (15) calendar days may be authorized by the Department Head with the approval of the City Manager. Such an absence may be authorized only if in the judgment of the Department Head it serves the best interest of the City. 10.8 Authorized Absence Without Pam Lone Term. Upon receipt of a written request from an employee having permanent status and recommendation of approval by the Department Head, the City Manager may grant a leave of absence without pay for up to six (6) months. Additionally, the City Manager may grant an unpaid leave of absence extension of up to one (1) year. An employee returning to duty with the City from such leave of absence shall inform the Department Head and the Executive Director of Personnel Services of his or her intention at least thirty (30) calendar days prior to the expiration of the leave of absence. Upon receipt of such notice, the Department Head will take steps necessary to restore the employee to his or her former position. 10.9 Industrial Leave. Any period of time during which an employee is required to be absent from his or her position by reason of an industrial injury or industrial illness for which he or she is entitled to receive compensation shall not be considered a break in continuous service for the purpose of his or her right to salary adjustments or to the accrual of vacation and seniority. 10.10 Pregnancy Disability Leave. Employees may take an unpaid leave of absence during pregnancy disability consistent with the Pregnancy Disability Law (PDL), Family Medical Leave Act (FMLA) and /or California Family Rights Act (CFRA). A pregnant employee is entitled to a reasonable leave of absence without pay for any temporary disability resulting from pregnancy, miscarriage, childbirth or recovery therefrom. Such reasonable leave of absence shall not exceed four (4) months. However, an employee maybe granted up to an additional two (2) months of leave, at the discretion of the City Manager, for a total of up to six (6) months in which to recover from the disability. As with all other temporary disabilities, a physician's certificate is required to verify the extent and duration of the temporary disability. An employee who plans to take pregnancy leave must give reasonable notice of at least four (4) weeks before the commencement of the leave and include the estimated duration of the leave. The City 47 25A -51 will continue to contribute towards Health and welfare insurance coverage in accordance with state and federal legislation, The employee will be required to pay a cash premium to continue coverage while on a leave of absence without pay, 48 25A -52 ARTICLE XI 11,0 EMPLOYEE INSURANCE 11.1 Health Insurance. The City shall contribute toward the payment of premiums for affected employees and their dependents under the existing health insurance programs or new program or programs providing substantially similar or improved coverage and benefits selected in accordance with procedures in effect on the effective date of this MOU: A. Effective January 1, 2016, the City's contributions for medical insurance will be increased and indexed to the Kaiser Permanente HMO Other Southern California plan, as determined by the employees' coverage selection available through CalPERS. B. Any contribution necessary to maintain benefits under said medical plans in excess of the wnoimt set forth above shall be borne entirely by the employee. C. An employee who is covered tinder a spouse's non -City sponsored health plan and voluntarily waives, in writing, their City paid health insurance coverage will receive a cash payment each month in an amount equal to 50% of the total monthly premium amount for the City's lowest "employee -only" coverage. 11.2 Dental Insurance. The City shall contribute a maximtun amount of tip to ninety ($90) dollars per month per employee toward the payment of premiums for dental insurance plans provided by the City for employees covered by this MOU and their eligible dependents.. Any contribution necessary to maintain benefits under said dental plans in excess of the amount set forth above shall be borne entirely by the employee, 11.3 Long -Term Disability (LTD) Insurauce. The City shall contribute up to ten dollars and thirty -nine cents ($10.39) per month to employees enrolled in the 130 day elimination period LTD plan. For employees who elect to upgrade their LTD benefit coverage to a 60 day elimination period plan, the City will contribute up to eleven dollars ($11.00) per month. Any amount necessary to maintain benefits under the long tern disability insurance plans provided by the City in excess of the amounts set forth above shall be borne by the employee. 11.4 Life Insurance, The City shall provide its employees with a twenty thousand dollar ($20,000) term life insurance policy and a twenty thousand dollar ($20,000) Accidental Death and Dismemberment (AD &D) coverage at no cost to the employee, 11.5 When there is a need to discuss matters relating to employee insurance and the City believes it would be beneficial to involve an Insurance Committee, file Union shall have an equal number of representatives as the City on such a committee to meet as necessary. 49 25A -53 11.6 Medical Retirement Subsidy Plan. Based on the first payroll period in July and no later than Judy 3'Ist each year, the City shall contribute to a fund an amount of money equal to 1.75% of the bargaining unit's salary base for the purpose of providing a retiree health insurance subsidy plan. Eligibility for and the specific payments made to members of the bargaining unit pursuant to this plan shall be designated at the sole discretion of SEIU. The plan shall be administered by the City, at no cost to the Union or its members pursuant to the written directives of SEIU. The fiords contributed by the City will be maintained in such a manner as to insure that the funds are invested in a reasonably secure plan that bears a reasonable rate of interest/growth given current 'financial markets. For purposes of this MOU, investinents made pursuant to the then current Statement of Investment Policy for the City of Santa Ana, shall be deemed to meet the requirements of this section. This program is for medical insurance premium reduction only. Upon Council approval, the City's animal contribution of 1.75% deposited in the Medical Retirement Subsidy Plan shall cease. 2. The Union agrees to dissolve the existing Medical Retirement Subsidy Plan by June 30, 2016 unless the deadline has been extended by mutual agreement of SEIU and the City. SEIU will advise the City as to distribution of the balance of funds in account agrees to defend the City against, and indemnify the City for, any liability and damages incurred by the City as a result of the dissolution of the SEIU Medical Retirement Subsidy Plan. 11.7 Retirement Health Savings Plan (RHS). A. The City agrees to amend the current contract with ICMA -RC to allow SEIU members to participate in the "Vantage Care" Retirement Health Savings Plan effective January 1, 2016, or as soon as the individual RHS accounts are established. Upon establishment of the RHS Accounts, the City and Union agree to the following elements: 1. The City will increase the base pay of each SEIU member by 1.25% with said amount being deposited into employees' individual RHS accounts each pay period. This 1.25% increase in base is in -Iieu of the Annual City Contribution of 1.75% paid to the Medical Retirement Subsidy fund in July each year. 2. Upon retirement, an individual's accrued leave balances will be directed into the individual's RHS account based on the plan guidelines determined by SEIU. 50 25A -54 3, SEIU members who notify the City, in writing, of their intent to retire within 12 calendar months from the date of retirement shall be allowed to cash out any accrued leave balances that would be directed into the individual's RHS account on their final paycheck. Upon request, employees shall receive payment as soon as practical, and no longer than 30 days after the request has been made. If the employee cashes out his or her eligible sick leave bank balances prior to retirement and subsequently does not retire from the City, all fixture sick leave accrual for the employee shall be subject to the same cash out provision elected and will be processed on the final paycheck. All combined cash outs cannot exceed what the employee would have been entitled to if the cash out was processed on the final paycheck only. All cash outs are processed based on the employees' salary at the time of the cash out and not subject to any adjustments due to future salary increases. 11.6 Vision Plan. The City shall offer a vision plan for employees covered by this MOU, All premium costs shall be paid by the employee through payroll deductions. 51 25A -55 ARTICLE XII 12.0 RETIREMENT 12.1 General. The terms of the existing contract between the City and California Public Employees' Retirement System (CaIPERS) governing the City retirement benefits for employees are incorporated by reference herein. The City shall continue to make contributions to (CaIPERS) in accordance with its contract with CaIPERS for employees covered by said contract as amended. 12.2 Deferred Retirement. The City shall continue to make payment to CaIPERS on behalf of each employee covered by this MOU in accordance with the following schedule; A. With respect to Miscellaneous employees covered by this MOU who do not qualify as "New Members" under the California Public Employees' Pension Reform Act of 2013 (PEPRA), the City shall pay an amount necessary to pay one hundred percent (100 %) of his or her individual retirement contribution which is equal to eight percent (8 %). Such payments shall be credited to the individual employee's CaIPERS account. Such payments are not increases in base salary and no salary rate range applicable to any of the employees covered by this MOU shall be changed or deemed to have been changed by reason thereof. As a result, the City will not treat these payments as ordinary income and, thus will not withhold Fedora] or State income tax from said payments. The City has received an opinion or ruling from the Internal Revenue Service confirming that these payments are deferred compensation, not ordinary income. In the event that the City receives a ruling from the Internal Revenue Service that such payments are ordinary income of the employees instead of deferred compensation, the City's obligation to make such payments shall discontinue and in place thereof the base salary of each said employee shall forthwith be increased by sixteen (16) salary rate ranges (8 %). For the purpose of reporting an employee's compensation to CaIPERS, the City shall include these payments as if they were a part of the employee's base salary. 12.3 Credit for Unused Sick Leave. Employees covered by this MOU, can have unused accmnulated sick leave at the time of retirement converted to additional service credit at the rate of 0.004 years of service credit for each day of unused sick leave (i.e., 200 days of sick leave equals .8 additional years of service credit). The City must report only those days of unused sick leave that were accrued by the employee during the normal course of employment. This section applies to members whose effective date of retirement is within four (4) months of separation from employment. 52 25A -56 12.4 Military Service Credit as Public Service. Employees covered by this MOU may elect to Purchase up to four (4) years of service credit for any continuous active military or merchant marine service prior to employment. The employee must contribute an amount equal to the contribution for current and prior service that the employee and the employer would have made with respect to that period of service. 12.5 2.7°% at 55 Service Retirement Benefit for Miscellaneous employees. The City contracts with CalPERS to provide Miscellaneous employees who do not qualify as "New Members" under PEPRA with the 2.7% at 55 Service Retirement benefit. Effective July 1, 2015, the employee contribution rate for Miscellaneous employees who do not qualify as "New Members" under PEPRA shall be reduced from nine (9 %) percent to eight (8 %) of CalPERS reportable compensation. All employee contributions for retirement benefits are paid to the employer portion of the City's CalPERS contribution. This payment shall be paid in accordance with Government Code section 20516(f). Pre - Taxable Benefit. To the extent permitted by CaIPBRS and Internal Revenue Service regulations, the City shall make the above employee deductions pre -tax contributions. 12.6 2% 9 62 Service Retirement Benefit for "New Member" Miscellaneous em lovees The City agrees to provide Miscellaneous employees covered by this MOU who are defined as "New Members" within the meaning of the California Public Employees' Pension Reform Act ( PEPRA) of 2013 with the 2% @ 62 Service Retirement benefit. PEPRA went into effect on January 1, 2013. The parties agree that if there is any other clean up or other retirerent legislation which goes into effect during this MOU and if there are provisions of that legislation which, by law, automatically goes into effect, either party may request to negotiate over the legislation, including over the impact. Final compensation will be based on the highest annual average compensation eaniable during the 36 consecutive months immediately preceding the effective date of his or her retirement, or some other 36 consecutive month period designated by the member, Employees covered under the 2% @ 62 retirement formula shall pay one half of the normal cost rate as established by CaIPERS. Pre - Taxable Benefit. To the extent penmitted by CalPERS and Internal Revenue Service regulations, the City shall make the above employee deductions pre -tax contributions. 53 25A -57 ARTICLE XIII 13.0 TOOL REIMBURSEMENT POLICY 13.1 Employees classified as Fleet Equipment Technician I, II, or III, or Fleet Equipment Supervisor shall continue to provide such tools as are ordinarily used in the trade which shall be the personal tools of the mechanic. The City will continue with one (1) or more vendors' accounts for said employees who have at least one (1) year of service in such classifications, Effective July 1, 20151, such employees shall be allowed up to one thousand one hrmdred dollars ($1,100) per fiscal year with such vendor(s) in order to purchase tools which, in the sole determination of the Fleet Services Manager, are necessary for the performance of such employees' job duties. Employees will be allowed to carry over their unused tool allowances for not more than two consecutive fiscal years. The City shall bear no liability or responsibility in replacing lost or stolen tools except as provided in this Section. 54 25A -58 ARTICLE XIV 14.0 UNIFORM MAINTENANCE 14.1 All employees who are required by the City to wear a uniform while on duty shall continue to be provided with seven (7) sets of clean uniforms every two (2) weeks at no cost to the employees. All field/yard maintenance, custodial and equipment repair employees shall be provided with eleven (11) clean sets every two (2) weeks at no cost to the employees. All Police Records Personnel and the Senior Office Assistants assigned to the traffic window shall be provided with three (3) sets of uniforms made of Dacron and one (1) wool sweater, The Union agrees that any such employee who wishes to be provided with one (1) or more additional clean sets per week above the amounts specified above will be required to pay the extra cost incurred for such additional set(s). 55 25A -59 ARTICLE XV 15.0 SAFETY 15.1 General. The City and the employees of the City agree to comply with all applicable Federal, State, Local, and City of Santa Ana laws and regulations, which relate to health and safety. 15.2 Central Safety Committee. The Union may designate two (2) representatives and two (2) alternates to serve on the City's Central Safety Committee. 15.3 Safety Shoes. A. Effective July 1, 2015 the City agrees to pay up to three hundred dollars ($300) per fiscal year per employee, for the purchase and/or repair of approved safety shoes /boots, The option of purchase and /or repair shall be at the sole discretion of each employee. Employees will be allowed to use this allowance to purchase insoles or other boot related accessories. R Code Enforcement employees who are regularly assigned to work involving confiscation or retrieval of evidence or who must regularly enter dangerous or abandoned properties will be eligible for a boot allowance. Code Enforcement employees will be allowed to use this allowance to purchase uniform shirts. C. All safety shoes/boots purchased raider this program must have steel reinforced toes, insteps and bear the official stamp of approval from the American. National Standards Institute (ANSI), z -41. D. If a particular classification of employment is designated as requiring its incumbents to wear safety shoes, then it will be mandatory for all incumbents of that classification to wear the type of safety shoes (boot or low- quarter) deemed to be appropriate by the Department Head. (Some exemptions may be allowed, on a case -by -case basis, depending on the type and amount of exposure to hazardous conditions in particular positions and subject to the approval or disapproval of the City's Safety Officer.) E. The procedure necessary to be followed for the implementation and operation of this program shall be in accordance with the existing policies and procedures as previously established by the City. 56 25A -60 ARTICLE XVI 16.0 RESIDENCY 16.1 Employees covered by this MOU are permitted to reside outside the limits of Santa Ana so long as such residency is not an unreasonable distance from, nor requires an unreasonable response time to the employee's place of employment. It shall not be deemed an unreasonable distance within the meaning of this section if the employee resides within the area of a circle drawn with the City Hall of the City of Santa Ana as the center and the radius of which extends to the southernmost point of the County of Orange, or if the employee otherwise resides within twenty -five (25) miles of regularly scheduled Metrolinlc, bus, or other common carrier transportation service to Orange County, A. Any employee desiring to take advantage of the opportunity to reside outside of the area stated within this section shall first request permission to do so from the Department Head. Said request shall be granted by the Department Head if he or she determines the intended residence is not an unreasonable distance from the employee's place of employment and /or does not require an unreasonable response time to the employee's place of employment. B. If the Department Head refuses the said request, the employee shall have a tight to appeal said determination to the City Manager. 57 25A -61 ARTICLE XVII 17,0 GRIEVANCE REVIEW PROCEDURE 17.1 Definition of a Grievance. A grievance shall be defined as a timely complaint by all employee or group of employees or the Union concerning the interpretation or application of specific provisions of this MOU, or of the rules and regulations governing personnel practices or working conditions of the City, except, however, those matters specifically assigned to the jurisdiction of the City Personnel Board by those provisions of the City Charter and the Civil Service Rules and Regulations. Upon City Council approval, employees may dispute any written reprimand fled in their official personnel file through the grievance procedure. 17.2 Informal Process - First Step, A. An employee and/or his or her designated representative must first attempt to resolve the grievance on an informal basis through discussion with his or her immediate supervisor without undue delay, but in no case, beyond a period of fifteen (15) working days after the occurrence of the alleged incident giving rise to the grievance, or when the grievant knew or should have reasonably become aware of the facts giving rise to the grievance. B. Every effort shall be made to find an acceptable solution to the grievance through this informal means at the most immediate level of supervision. C. In order that this informal procedure may be responsive, both parties involved shall expedite this process. If, within fifteen (15) working days, a mutually acceptable solution has not been reached at the informal level, the employee and/or the employee's designated representative shall then set forth the grievance in writing, indicate the nature of the action desired, sign it, and submit it in duplicate to the employee's Department Head. At this point, the grievance review process becomes formal. Should the grievant fail to 'file a written grievance, and in the manner specified above, within fifteen (15) working days after first discussing the grievance with the employee's immediate supervisor, the grievance shall be barred and waived. D. Any resolution of the grievance at the informal stage by any person other than a middle manager or above shall not become precedence or be used to establish past practice regarding implementation, interpretation, or application of this MOU. 17.3 Formal Process. A. Second Step. The Department Head or his or her designated representative shall meet with the employee and /or the employee's designated representative within fifteen (15) working days after the grievance has been submitted to the W. 25A -62 Department Bead. The Department Head, or his or her designated representative, shall review the grievance and may affirm, reverse or modify the disposition made at the First Step and shall deliver his or her answer to the employee and /or the employee's designated representative within ten (10) working days after said meeting, B. Third Sten. If the grievance is not satisfactorily resolved at the Second Step, the employee and /or the employee's representative may submit the grievance in writing to the City Manager or his or her designated representative within thirty (30) days of being informed of the disposition made at the Second Step. Failure of the grievant and/or his or her designated representative to take this action will constitute a waiver and bar to the grievance, and the grievance will be considered settled on the basis of the disposition made at the Second Step. The City Manager or his or her designated representative shall meet with the employee and /or the employee's designated representative within fifteen (15) working days after submission of the grievance. The City Manager, or his or her designated representative, after carefid review, may affirm, reverse, or modify the disposition made at the Second Step and his or her decision, which shall be final and binding, shall be delivered in writing, to the employee and /or the employee's designated representative within fifteen (15) working days after said meeting. A copy of the written grievance to the City Manager, or his or her duly authorized representative, and of the City Manager's or his or her representative's written decision, shall be filed in the personnel records of the department and the grievant's personnel jacket maintained in the City Personnel Services Department. C. Fourth Step. If the grievance is not resolved at the third step, the Union may request that the grievance be submitted to advisory arbitration for issuance of a recommendation. The 'Union must advise the Personnel Department within 10 calendar days of receipt of the decision ftorn the City Manager at Step 3 of its desire to request to have the matter considered by au arbitrator. Upon request to submit the matter to arbitration, unless the parties can agree on an arbitrator to hear the grievance, the City will request a list of seven arbitrators $•rnv the State Mediation and Conciliation Service. Upon receipt of the list, the ;parties will strike names with the Union striking first. Once an arbitrator is selected, he/she will conduct a hearing regarding the grievance. The cost of the arbitrator shall be equally shared between SEIU and the City. Once the arbitrator issues his /her advisory recommendation to the parties, the recommendation shall be submitted to tine City Manager who will make a final decision on the grievance within 20 days of his/her receipt of the recommendation. 17.4 Reservation of Rights. After the procedure set faith in this Article has been exhausted, the grievant, the Union, and the City shall have all rights and remedies to pursue said grievance under the law. 59 25A -63 ARTICLE, XVIII 18.0 UNION RIGHTS 18.1 Release Time for Union Grievance Representatives. The Union shall have the right to appoint/clect a reasonable number of representatives who are recognized by the City as officers or work site leaders /stewards. A. Such reasonable number of work site leaders /stewards recognized by the City shall be limited to eighteen (18), B. The City's Employee Relations Manager shall be provided with a list of names and classification titles of the Union's officers as set forth in the Santa Ana City Employees, Chapter 1939 /Service Employees International Union Local 721 Bylaws, as well as the names and classification titles of all work site leaders /stewards and other Union representatives. The Union agrees to in'fomr the City in writing of any changes in said list within ten (10) calendar days of date of change. C. During the term of this MOU, the City agrees to grant tip to a total of two hundred (200) hours per fiscal year on a non- cuumrlative basis to enable the officers and worksite leaders /stewards to assist other bargaining unit employees in processing grievances under the Grievance Review Procedure; provided, however, that such officers and worksite leaders /stewards shall make advance arrangement with their supervisors prior to absenting themselves for such purpose, The officers and worksite leaders /stewards shall be required by the City to record and report to their supervisors the work time spent in assisting other bargaining unit employees pursuant to this provision of the MOU. D. Union Business Leave Time, In addition to the two hundred (200) hours per fiscal year provided by the City on a non- cumulative basis, officers and worksite leaders /stewards shall be granted an additional three hundred (300) hours per fiscal year on a non - cumulative basis paid by the Union from the bank of hours or directly by the 'Union as depicted in Article XVIII — Union Rights, 18.1 E President's Leave Section 12. The purpose of this additional three hundred (300) hours per fiscal year shall be to enable the officers and worksite leaders /stewards to assist the bargaining unit employees in processing grievances under the Grievance Review Procedure and for union activities which may include conventions, seminars and meetings. However, such officers and worksite leaders /stewards shall make advance arrangements with their supervisors prior to absenting themselves for such purposes. The officers and worksite leaders /stewards shall be required by the City to record and report to their supervisors on the work time spent on Union business. Time spent by the Union President, officers or worksite leaders /stewards on President's leave, as noted in Section E below, and /or Union Business leave time, .1 25A -64 under this MOU, shall not be considered time worked for computation of overtime according to the Fair Labor Standards Act. B. President's Leave Time. During the term of this MOU, the City agrees to grant the Union President twenty (20) hours per week paid time off which shall be charged against a Union Leave Bank and subject to the following terms and conditions: The Union President will conduct any Union business perfonmed during the twenty (20) hours per week off the worksite. However, the President may conduct Union business on worksites pursuant to Article XVIII — Union Rights, Section 18.2 - Worksite Access provision of the MOU. 2. The Department Director of the Union President may approve additional time off for the Union President for Union seminars and other business on a prescheduled basis. Such additional time off shall be paid for by the Union or from the President's vacation or compensatory time bank. The Department Director of the Union President will schedule the Union President to be offsite for four (4) hours each day to conduct Union business, upon request of the Union. The Department Director shall schedule the Union President to be onsite working on City business foils (4) hours each clay five (5) days a week. The Department Director may change the schedule of the Union President upon reasonable notice to the Union President. 4. During the period of time the Union President is performing City work, he or she shall receive no phone calls or visitors. Persons who call or wish to see the Union President during his or her work time shall be referred to the Union's offsite headquarters. 5. Time spent by the Union President on President's Leave time shall not be considered time worked for the computation of overtime according to the Fair Labor Standards Act. 6. The Union shall reimburse the City for 1.00% of the salary, including any premium payments and benefit costs for the President's leave time. Such reimbursement may be from the bank established pursuant to this MOU or directly from the Union. 7, The Union agrees to pay for Union Leave and President's Leave within thirty (30) days of receiving the bill from the City. The bill will be sent on a monthly basis. If the bill is not paid within thirty (30) days, the City shall deduct such amount from the Union dues collected from the employees on behalf of the Union. hT the event a portion of the bill is rightfully contested, the City shall orily deduct the non - contested portion 61 25A -65 from employee's dues. Any issues related to the bill Waist be brought to the attention of the Executive Director of Personnel Services within fifteen (15) days of its receipt and must be resolved within fifteen (15) remaining days so that the bills are paid in a timely manner as stated (within thirty (3 0) days of its receipt). 8. The Union shall provide an insurance policy or policies, or certificate of such insurance, naming the City of Santa Ana, its officers and employees as insured or additional insured which provides coverage against liability for any and all claims and /or suits for damages or injuries to persons or property resulting from or arising out of any act or omission of said Union representative. Said policy or policies of insurance shall provide coverage for both bodily injury and property damage not less than the following minimum amounts: one million dollars ($1,000,000) connbined single limit or its equivalent. Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until after thirty (30) days' notice has been given in writing to the City of Santa Ana. 9. The Union shall provide the City of Santa Ana with an insurance carrier certifying that it carries primary workers' compensation insurance on behalf of said Union representative and the policy shall not be canceled nor coverage reduced until after ten (10) working days' notice has been given in writing to the City of Santa Ana. 10. The Union shall indemnify and save harmless the City of Santa Ana, its officers and employees frorn and against any and all damage to property or injuries to or death of any person or persons, including property and employees or agents to the City of Santa Ana. The Union shall defend, indemnify, and save harmless the City of Santa Ana, its officers and employees from any kind and all claims to demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitations, workers' compensation claims, resulting from or arising out of the negligent acts, errors, or omissions, arising out of the intentional or malicious acts of the Union's representatives. 11. The Union and the City of Santa Ana agree that the Union President will not be required to carry out any City duties during the time the Union President is on President's leave twenty (20) hours per week. The Union President will be required to comply with the rules and regulations of the City of Santa Ana as they apply to off -duty employees, except such Union President will not be required to report to work for any purpose during the four (4) hours per day or twenty (20) hours per week of Union President's leave time. 62 25A -66 12. Upon return to duty from President's Leave of four (4) hours per day, the Union President shall be restored to the same position without loss of any benefits as he or she would have occupied or accrued if there had been no disruption in duty status, For the purpose of providing payment for Union President's Leave time and for Union Business Leave time the City and the Union agree to the creation of the following compensation time bank a. Any member of the Union who has a compensatory time balance, vacation time or accrued in lieu holiday balance of at least two (2) hours or more can voluntarily designate, in writing, that he or she will contribute the value of such time to a bank to be used to pay for President's Leave time and /or Union Business Leave time. In addition, floating holiday pay may also be contributed, but only in increments of eight (8) hours. Such bank shall be for the purposes and subject to the restrictions provided herein, b. The employees' vacation leave, compensatory time and/or accrued or unused holiday pay balance will then be reduced by the amount of hours transferred to the bank. C. Vacation leave time, compensatory time and /or accrued floating or in lien holiday time, together with the cost of benefits shall be converted to its dollar value at the rate of pay of the, employee from whom the leave was received. Those dollars (with benefit cost) shall be placed in the Union Business Leave Bank. When the Union Business Leave Bank is used in accordance with President's Leave and Union Business Leave, dollars will be withdrawn from such Union Business Leave Bank, equal to the hourly rate (with benefit cost) of the employee utilizing the leave multiplied by the number of hours of leave taken, Withdrawal requests from the bank will be for the propose of conducting Union business, which may include grievance investigation, executive meetings, board of director meetings, training and conventions sponsored by the Union, attendance at grievances and Personnel Board hearings as witness for the Union, President's Leave and other Union purposes as may be determined by the President of the Union. Request for withdrawal from the Bank shall be made only by the President or designee to the Executive Director of Personnel Services on forms mutually agreed to by the parties and furnished by the City, The Union President's Leave or Union Business Leave slip shall be presented to the Executive Director of Personnel Services by the Union for withdrawal from the bank. All vacation leave, compensatory time and accred floating or in lieu holidays transferred to the bank are final transfers and shall not be recoverable for re- credit to any individual employee's vacation 63 25A -67 leave account, compensatory time account, or accrued holiday time account. Release of employees for Union Business Leave shall be on the same basis as employees are released from duty for vacation leave, except that such requests for leave shall not unreasonably interfere with the operation of the City department and shall be approved by the employee's Department Head. The employee taking Union Business Leave shall not unreasonably interfere with the operation of the City department and shall be approved by the employee's Department Head. The Department Head shall not unreasonably withhold permission to utilize President's Leave time and/or Union Business Leave from any employee who has been duly authorized by the Union to take such leave. No withdrawal from or use of such bank may be made by or on behalf of an employee ordered to take time off without pay for disciplinary reasons. No withdrawal or use of such bank may be made by or on behalf of any employee to be used for purposes that are unlawful under the laws of the United States, State of California or the ordinances of the City of Santa Ana. The Union President shall have up to twenty (20) hours per week or one thousand forty (1,040) hours per year of time off to conduct Union business which shall be paid by the City, but reimbursed to the City by the Union from either the above described bank or directly from the Union treasury. In any event, the Union agrees to reimburse the City for all costs not otherwise reimbursed from the bank providing the Union President with President's leave of absence, 18.2 Worksite Access, A. Officers, worksite leaders /stewards and /or paid Union representatives shall be permitted to visit break and lunch areas designated by the City, before or after work or during designated hunch periods for the purpose of discussing Union business, provided that arrangements are made in advance with the manager responsible for the worksite. B. Such visits shall not disrupt the work of City employees or interfere with the normal operations of the department or with established safety and security requirements. Where any such problems arise, the Union and the City will agree on an alternate meeting/conference facility for the purpose of providing a place for the Union to hold meetings before or after work or during lunch periods. If the alternate meeting site is a City facility curing non- working hours, its 64 25A -68 scheduling and use shall be governed in accordance with regulations pertaining to the use of public meeting rooms at City facilities. C. Solicitations of membership and all activities concerned with the internal management of the Union, such as collecting dues, holding membership meetings, preparation of petitions, preparation of proposals, campaigning for office, conducting elections and distributing literature, shall not be conducted during working hours. D. Officers and employees may perform those duties assigned to them by the Union, but in no event shall they have the right to interfere with the performance of work of any other employee or interfere with City operations or to call a strike, slowdown, work stoppage, sympathy strike or take any economic action against the City. 18.3 Release Time for Employee Representatives, A. In the event that the Union is formally meeting and conferring with representatives of the City on matters within the scope of representation during regular City business hours, a reasonable number of officers, employee representatives or other officials of the Union shall be allowed reasonable time off without loss of compensation or other benefits. B. Such officers and employee representatives shall not leave their duty or work station or assignment without the prior knowledge of their supervisor or such supervisor's supervisor. C. Such meetings are subject to scheduling in a manner consistent with City operating needs and work schedules. 18.4 Use of Bulletin Boards. Space shall be made available to the Union on the City's existing employee bulletin boards for the purpose of posting notices pertaining to Union business, subject to the following conditions: A. Material posted by the Union shall not include campaign material on municipal election matters, including elections for City Council, other City positions, or other municipal political matters, B. Material posted shall not be derogatory to the City, City employees or other employee organizations. C. All materials shall be dated, identify the Union and bear the signature of the authorized representative(s) of the Union validating the posting. D. The City reserves the right to determine what reasonable portion of employee bulletin boards are to be allocated, to Union materials. 65 25A -69 F. If the Union does not abide by these provisions, it will forfeit its right to have materials posted on the City's employee bulletin boards. F, The Union shall not be permitted to post any material that is prohibited by State law or the City Charter, 18.5 Use of City Facilities. The City shall allow the Union to conduct meetings in the City's public meeting rooms during non- working hours provided such meetings are scheduled in accordance with regulations governing the use of public meeting rooms at City facilities. The Union shall not be permitted to use such City facilities to discuss or present any matter that is prohib'i'ted by State law or the City Charter. 66 25A -70 ARTICLE XIX 19.0 DUES DEDUCTION & INDEMNIFICATION 19.1 Dues Deduction. The City shall deduct dues on a regular Basis from the pay of all employees covered by this MOU who voluntarily authorize such deduction in writing and on a form to be provided for this purpose by the City. The City shall remit such funds to the Union within thirty (30) calendar days following their deduction. 19.2 Agency Shop, A. All employees represented by the Santa Ana City Employees, Chapter1939 /Service Employees International Union Local 721, shall, as a condition of continuing employment become and remain members of the Union or shall pay to the Union a service fee in lieu thereof, Such service fee shall be one dollar ($1) per pay period less than Union dues if legally authorized. B. Any employee hired by the City subject to this MOU shall be provided, through the Persomiel Services Department, with an authorization form for the deduction of Union dues. Employees shall have thirty (30) working days following the initial date of employment to fully execute the authorization form and return it to the Agency /Department payroll section. The effective date of Union clues, service deductions or charitable contribution for such employees shall be the beginning of the first pay period of employment. C. Any employee of the City subject to this MOU who wishes to execute a written declaration claiming a religious exemption from paying Union dues, and who is a member of a bona fide religion, body or sect which has historically held conscientious objections to joining or financially supporting a public employee organization and which is recognized as such by the Public Employer Relations Board, shall, upon presentation of verification of active membership in such religion, body or secs: be permitted to make a charitable contribution equal to the service fee in lieu of Union membership or service fee payment. Declarations or applications for religious exemption and any supporting documentation shall be forwarded to the Union within fifteen (15) calendar days of receipt by the City. The Union shall have fifteen (15) calendar days after receipt of a request for religious exemption to challenge any exemption granted by the City Manager or his or her designee. If challenged, the deduction to the charity of the employee's choice shall commence but shell be held in escrow pending resolution of the challenge. Charitable contributions shall be by regular payroll deduction only. For purposes of this section, charitable deduction means a contribution to one of three non -profit organizations, with the United Way being one of them. The Santa Ana City Employees, Chapter 1939 /Service Employees International Union Local 721 shall indemnify and hold the City, its officers and employees, 67 25A -71 harmless from any and all claims, demands, suits, or any other action arising from the Agency Shop provisions herein, In no event shall the City be required to pay from its own fiords, Union clues, service fee or charitable contributions, which the employee was obligated to pay, but failed to pay, regardless of the reasons. 25A -72 ARTICLE XX 20.0 CITY RIGHTS 20,1 The City reserves, retains, and is vested with, solely slid exclusively, all rights of management which have not been expressly abridged by specific provision of this MOU or by law to manage the City, as such rights existed prior to the execution of this MOU. The sole and exclusive rights of management, as they are not abridged by this MOU or by law, shall include but not be limited to the following rights: A, To manage the City generally and to determine the issues of policy. B. To determine the existence or nonexistence of facts which are the basis of the management decision. C. To determine the necessity of organization of any service or activity conducted by the City and expand or diminish services. D. To determine the nature, manner, means, and technology, and extent of services to be provided to the public. E. To determine methods of financing. F. To determine types of equipment or technology to be used. G. To determine and/or change the facilities, methods, technology, means, and size of the workforce by which the City operations are to be conducted. H. To determine and change the number of locations, relocations, and types of operations, processes, and materials to be used in carrying out all City functions, including but not limited to the right to contract for or subcontract any work or operation of the City, I. To assign work to and schedule employees in accordance with requirements as determined by the City, and to establish and change work schedules and assignments. J. To relieve employees from duties for lack of work or similar non - disciplinary reason, subject to the provisions of the City Charter, Mrmicipal Code, Federal and State law and this MOU. K. To establish and modify productivity and performance programs and standards. 69 25A -73 L. To discharge, suspend, demote, or otherwise discipline employees for proper cause in accordance with the provisions set forth in the City Charter and Santa Ana Municipal Code. M. To determine job classifications and to reclassify employees. N, To hire, transfer, promote and demote employees for non - disciplinary reasons in accordance with this MOU. O. To determine policies, procedures, and standards for selection, training and promotion of employees. P. To establish employee performance standards including but not limited to quality and quantity standards and to require compliance of such standards. Q. To maintain order and efficiency in its facilities and operations. R. To establish and disseminate and /or modify rules and regulations to maintain order and safety in the City which are not in violation with this MOU. S. To take any and all necessary action to carry out the mission of the City in emergencies, 20.2 Except in emergencies, or where the City is required to make changes in its operations because of the requirements of law, whenever the contemplated exercise of Management's rights shall impact on a significant number of employees of the bargaining unit, the City agrees to meet and confer in good faith with representatives of the Union regarding the impact of the contemplated exercise of such rights prior to exercising such rights, unless the matter of the exercise of such rights is provided for in this MOU. 70 25A -74 ARTICLE XXI 21.0 STRIKES & WORK STOPPAGES 21.1 Prohibited Conduct, A. The Union, its officers, agents, representatives, and /or members agree that during the ten" of this MOU, they will not cause or condone any unlawful strike, walkout, slowdown, sick -out, or any other unlawful job action by withholding or refusing to perform services. B. Any employee who participates in any conduct prohibited in Subsection A above shall be subject to suspension, demotion or dismissal by the appointing authority without right of appeal to the Personnel Board in accordance with City Charter Section 1014, 21.2 Union Responsibility. In the event that the Union, its officers, agents, representatives, or members engage in any of the conduct prohibited in Section 21.1 — Prohibited Conduct, Section A above of this Article, the Union shall immediately instruct any persons engaging in such conduct that their conduct is in violation of this MOU and unlawful, and they must immediately cease engaging in the conduct prohibited in Section 21.1 — Prohibited Conduct, Section A and return to work. 71 25A -75 ARTICLE XXII 22.0 LAYOFFS 22.1 If it is decided to contract out work currently 'being performed by employees of this bargaining unit and it is projected that no employee covered by this MOU is to be laid off, receive a reduction in hours worked, or receive a loss in pay due to said contracting out, the City shall provide the Union reasonable notice of the decision to contract out, will meet with the Union upon the Union's request over the impact of the decision to contract out and will consider reasonable alternatives provided by the Union. 22,2 If the City determines to replace employees covered by this MOU with contract workers to perform the same work Linder similar circumstances, it will expeditiously notify the Union of its intentions. Upon request by the Union the City will schedule meetings with the Union leadership to discuss this objective and give the Union the opportunity to present information before any final decision. The City and Union leadership agree to commence meeting with each other when practicable for a period not to exceed forty -five days, unless mutually agreed to meet longer. At the end of the agreed upon time and if the parties have not achieved satisfactory resolution, the issues will be resolved according to the City's Employer - Employee Relations Resolution (Resolution No. 81 -75). 22.3 Notwithstanding Section 22.1 and /or Section 22.2, if any bargaining unit member is laid off as a result of a decision by the City to contract out work, the City shall make a reasonable effort to cause the affected employees) to become employed by the company or entity with which the City contracted for the applicable services. 22.4 It is the hope of the City not to separate any employee(s) from employment because of a reduction in the workforce during the term of this MOU. However, circumstances arising during this MOU may require such separation(s). ha that event, the City will provide reasonable notice to the Union of the details of the separation(s) in order to meet and exchange information, opinions and proposals regarding the consequence(s) of the separation(s) on the employee(s). This provision in not intended to be a waiver of any other rights the parties may have under this MOU. 22.5 The principles of seniority (length of service) shall govern layoffs as described herein, except in the event that more than one employee has the same seniority date, in which case performance also shall be considered. The City's detennination of performance shall not be arbitrary or capricious in nature. Any dispute over the application of the principles outlined in Article XXII — Layoffs shall be subject to the grievance procedure. A. Classification seniority is defined as length of service in the classification, and shall begin on the first date worked by the employee in that classification. Whenever a position within a classification is to be eliminated, resulting in the layoff of an employee, seniority shall govern the order of layoff. The employee with the lowest seniority in the affected classification shall be laid off first. 72 25A -76 B. In lieu of layoff, an employee may elect to wort, in a lower classification, in which he or she has served, providing that classification is within the same job family /career ladder. In that event, the employee's length of service in the next lower classification will be added to his or her length of service in the affected classification, and said combined seniority shall be used to bump down into the next lower classification. This method of combining seniority shall be applied to subsequent lower classifications. C, The reemployment list shall be valid for one year from the date of its establishment, Reemployment shall be in reverse order of layoffs. The Joint Labor Management Committee will determine Job Family /Career Ladder. 22.6 A bargaining unit employee who is laid off from fill time City employment pursuant to this Article, may be granted a temporary appointment to a vacant position in any classification for which there is no eligible list and for which said employee meets the minimuun qualifications established for the classification and possesses the requisite knowledge, skills and abilities to satisfactorily perform the work of the classification. Such temporary appointment will be terminated upon the establishment of a new eligible list for the classification or one year following the initial day of such temporary appointment, whichever occurs first. 22.7 Contracting Out Prior to bringing any requests for proposal (RFP) to the City Council which would result in the contracting out of bargaining unit work, and prior to any such requests being issued seeking such proposals, the parties agree to the following: A. The City will inform SEIU in writing of its intent to submit such request to the City Council for approval. B. The City will inform SEIU in the same writing of its right to request to meet to discuss the proposed RFP prior to bringing it to the City Council or seeking such Proposals to give SEIU the opportunity to discus's its position regarding the RFP with the City. C. The City agrees to meet with SEIU (at its request) at least twice within 20 working days of the written notification of the RFP to consider SEIU's positions regarding the RFP. The City agrees that upon mutual agreement of the parties, it will agree to meet more than twice prior to bringing the RFP to rile City Council and upon mutual agreement may agree to give SEIU more than 20 working days in which to conduct the meetings with the City representatives. D, The City also agrees that if the existing employees who will be impacted by the contracting out (i.e„ those employees whose work will be contracted out if there is an RFP accepted by the City) wish to bid for the work by submitting an response to the RFP, the City wilt consider such response along with the other responses received. 73 25A -77 E. After the City receives the bids and identifies the most responsible bidder, the City will notify the Union, who will have five calendar days to submit a subsequent bid which will then be considered by the city in malting its determination as to which bidder to choose. 74 25A -78 ARTICLE XXHI 23.0 MISCELLANEOUS PROVISIONS 23.1 The City agrees to provide a list each month to the Union with names and classification titles of bargaining unit employees who have separated from fill -time City service and the names and classification titles of bargaining unit employees who have been hired. The Union agrees to pay the City's cost of producing such lists. After ratification of this MOU by the City Council, a complete list of bargaining trait employees and their addresses will be provided to the Union once every fiscal year, 23.2 The City agrees to distribute Union membership pamphlets to bargaining unit employees at the new employee orientation sessions conducted by the City. 23.3 Catastrophic Leave Donation, In order to assist employees otherwise granted leave of absence without pay by the City Manager due to a catastrophic, non- industrial medical condition or injury, the City and Union agree to implement a Catastrophic Leave Donation Program. Nothing in this article shall be construed to alter City policies and procedures as provided in the Charter or ordinances of the City or other provisions of this MOU with regard to granting unpaid leaves of absence. The Catastrophic Leave Donation Program shall cover the uncompensated time prior to the employee's becoming eligible for the LTD benefits. A. Guidelines. It shall be understood that all donations under this procedure are voluntary and subject to taxation for the recipient, 1. Employees may donate vacation, compensatory time or one floating holiday to the eligible employee. In no event shall sick leave be donated. 2. Employees shall be provided a two -week period to submit donations. Donations received after this two -week period shall not be processed, The two -week period for each case shall be selected by the Department Head or his or her designee. 3. All donations must be made in two (2) hour increments, except for floating holiday donations which must be made in eight (8) hour increments. 4. Any authorization of donations not made in accordance with the procedures outlined in Section C, Subparagraph 2 below will not be processed. 75 25A -79 5. All donations shall be irrevocable. In the event the recipient returns to work before leave donations have been exhausted, any balance on the books shall be accrued by the recipient and designated as sick leave and may be used pursuant to Article X — Other Leaves of Absences, Sections 10.1 — Sick Leave, B. Eligibility. Regular, frill -time employees shall be eligible for Catastrophic Leave Donations if the following criteria are met: When it is reasonably foreseeable that all accrued time on the books, such as sick leave, compensatory time and vacation, will be exhausted and the employee's illness will continue past the time when the employee will be on paid status. 2. The employee's Department Head, or his or her designee, has approved a written request for donations accompanied by a medical statement from the employee's attending physician. The attending physician's statement must verify the employee's need for an extended medical leave and an estimate of the time the employee will be unable to work. C. Procedure. Upon receipt of a valid request for donations from an eligible employee, the Department Head or his or her designee shall post a notice of the eligible employee's need for donations on bulletin boards accessible to employees. No confidential medical information shall be included in the posted notice. 2. Employees wishing to donate time to an eligible employee must sign his or her authorization of the transfer of such donated time and provide: • His or her name, department name, and employee number. • The mnnber of hours of compensatory or vacation time of the donation within the limitations of Section A, subparagraph 3 above; • The name, department and employee number of the recipient; • A statement indicating that the donor understands such donation of time is irrevocable. 76 25A -80 3. At the close of the donation period, the department shall verify that each donating employee has accrued vacation and/or compensatory time balances sufficient to cover the designated donation. The department shall submit all approved donation authorizations for an eligible employee at one time for processing. No donation authorizations for the eligible employee will be processed after this period. However, employees who receive donations under this procedure and who exhaust all donated hours may request an additional donation period subject to the Provisions of Section A above. 5. The City shall add the donated time to the recipient's sick leave account 23,4 Joint Labor Management Teams. The City and the Union agree to form Joint Labor Management teams for the purpose of exploring issues of mutual concern. Each team shall be comprised of an equal number of labor and management employees and shall be chaired by the Employee Relations Manager. In no case shall the activity of a team create a delay or hindrance to the ongoing operation of the City. The City and the Union shall hold an initial meeting no sooner than one (1) month from the date of ratification of this Agreement and upon the Union's written request to meet to determine team composition, frequency of meetings and meeting schedules. 23.5 Performance Ap raisals. Non - probationary performance appraisals not completed within six (6) months of the due date shall be stayed and the employee shall next become subject to evaluation upon the end of the evaluation period next following. Provided that rnerit advance performance appraisals shall be completed in accordance with Article IV - Salaries, Section 4.8 — Advancement Within Ranges. 23.6 Driving City Vehicles, A. Driver's Alert Decal -Based Monitoring Proaram By identifying high -risk driving behavior and drivers who engage in unsafe driving acts, the purpose of this program is to intervene quickly to correct and control these risk factors and high - risk activities. Driver's Alert SMART RISIem identifies the specific drivers who are at high risk to cause an at -fault crash, so it can be prevented. Reporting is done via 1 (800) number and an identification number on "How Ain I Driving ?" decals affixed to City vehicles. Reports will be transmitted to the impacted massager and can include complaints or compliments regarding a driver's activity. There is currently no discipline or reward policy in place that would impact employees being reported by this program, B. Automatic Vehicle Location (AVL ) System The automatic vehicle location (AVL) system is a means for automatically deteraianvng the geographic location 77 25A -81 of a vehicle and transmitting information to a requester. Reporting information from AVL will include route, vehicle operations, destination and idle times, The information will be used to monitor the location and usage of a vehicle to ensure the most energy and time - efficient routing and operation of vehicles. AVL database information may only be accessed and subsequently used by supervisory and management employees in participating division operations. The AVL system is not intended to monitor employee behavior; however, it may provide, but not prove to be the sole basis, for disciplinary action if data indicates employee failure to provide efficient and productive service throughout the workday. 78 25A -82 ARTICLE XXIV 24.0 SOLE & ENTIRE AGREEMENT 24.1 It is understood and agreed that the parties to this MOU are subject to all current and future applicable Federal and California laws, the City of Santa Ana Chatter and Municipal Code, as well as the City's Employer- Employee Relations Resolution ( #81- 75). The provisions of this MOU shall supersede 911 prior agreements mid memoranda of agreement, or MOU, or contrary salary and /or personnel rules and regulations or administrative codes, provisions of the City, oral or written, express or implied between the parties, and shall govern the entire relationship and shall be the sole source of any and all rights which may be asserted hereunder. This MOU is not intended to conflict with Federal or State law or the City Charter. The City will continue to provide employees covered by this MOU a reduced size copy of this MOU and its attachments, including a section containing the Employer- Employee Relations Resolution of the City of Santa Ana, 24.2 Notwithstanding the abovementioned language, City personnel rules and regulations and departmental rules and regulations exist. These rules and regulations shall be continued to the extent they do not breach specific provisions of this MOU. Such rules and regulations may, fiom time to time, be changed by the City. If these changes affect wages, hours, and /or other terms aid conditions of employment, the City shall meet and confer with the Union; provided, further, however, no provision of the rules and regulations shall be changed to breach specific provisions of this MOU. 79 25A -83 ARTICLE XXV 25,0 WAIVER OF BARGAINING DURING THE TERM OF THIS MOU 25,1 During the term of this MOU, the parties mutually agree that they will not seek to negotiate or bargain with regard to wages, hours and terns and conditions of employment, whether or not covered by the MOU or in the negotiations leading thereto, and irrespective of whether or not such matters were discussed or were even within the contemplation of the parties hereto during the negotiations leading to this MOU. Regardless of the waiver contained in this Article, the parties may, however, by mutual agreement, in writing, agree to meet and confer about any matter during the term of this MOU, so 25A -84 ARTICLE XXVI 26.0 EMERGENCY WAIVER PROVISION 26.1 In the event of circumstances beyond the control of the City, such as acts of God, fire, flood, insurrection, civil disorder, national emergency, or similar circumstances, provisions of this MOU or the Personnel Rules or Resolutions of the City, which restrict the City's ability to respond to these emergencies, shall be suspended for the duration of such emergency. After the emergency is declared over, this MOU will be reinstated immediately, The Union shall have the right to meet and confer with the City regarding the impact on employees of the suspension of the provisions in the MOU during the course of the emergency. 81 25A -85 ARTICLE XXVII 27.0 SEPARABILITY PROVISION 27.1 Should any provision of this MOU be found to be inoperative, void, or invalid by a court of competent jurisdiction, all other provisions of this MOU shall remain in full force and effect for the duration of this MOU, provided that if any such affected provisions invalidate or void any benefits of employees covered hereunder, the parties shall forthwith commence negotiations to replace the invalidated benefits with benefits of comparable value. 82 r ARTICLE XXVIII 28.0 TERM OF MOU 28.1 The term of this MOU shall be from July 1, 2015 thru June 30, 2017. 83 25A -87 ARTICLE XXIX 29.0 RATIFICATION & EXECUTION 29.1 The City and the Union have reached an understanding as to certain recommendations to be made to the City Council for the City of Santa Ana and have agreed that the parties hereto will jointly urge said Council to adopt a new wage and salary resolution which will provide for the changes contained in said joint recommendations. The City and the Union acknowledge that this MOU shall not be in full force and effect until ratified by the membership of the Union and adopted by the City Couuncil of the City of Santa Ana. Subject to the ,foregoing, this MOU is hereby executed by the authorized representatives of the City and the Union and entered into this 17 day of November 2015. CITY OF SANTA ANA, a Municipal Corporation of the State of California Dated; By; Mayor Dated: By; City Manager ATTEST; Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 4 Laura A, Rossini Senior Assistant City Attorney By: Executive Director of Personnel Services 34 r•• This MOU has been ratified by the membership of the Santa Ana City Employees, Chapter 1939 /Service Employees International Union Local 721. Dated: SEIU: Robert Hunt Legal Counsel By: Michael Lopez, President DeShatmon Braswell Lori Brown David Carbajal Tony Carrillo Jose DeSanti ago Jared Flicker Robert Gonzales Mark Kiss Jaime Lopez Kim MCPeelc Ann Ni Sid Pineda Paul Placinta Robert Strong Monica Suter Elliot Valdez Andres Varela^ Sergio Verino Patila Wood M 25A -89 SEIU BASIC SALARY & WAGE SCHEDULE EXHIBIT A Page l oft The City's Basic Salary and Wage Schedule provides for a number of ranges of pay rates (salary rate ranges) each comprised of six pay steps or rates for SEIU employees. The salary rate ranges are identified by a. three digit number and steps by letters AAA, A to E inclusive. For SEIU employees, the purpose of each step and the length of service required for advancement within the rate range are summarized as follows: Purpose: AAA Step - Normal Beginning rate. AA Step - Automatic increase. Also optional hiring rate. A Step - Automatic Increase. Also optional hiring rate. B Step - Automatic Increase, Also optional hiring rate. C Step - Automatic Increase. May a] so be maximum hiring rate for certain classifications. D Step - Automatic Increase. Is maximum hiring rate. E Step - Merit Rate, Required Leru of Service: AAA to AA - After 6 months' completed service AA to A - After one year's completed service. A to B - After one year's completed service, B to C - After one year's completed service. C to l) - After one year's completed service. D to E - After one year's completed service. In the following salary schedule matrix, each salary range is identified by a three digit number. The first two digits are listed in the first Vertical cohnnn on the left and the third digit is listed horizontally across the top and identifies the appropriate column. This three digit range number locates the "AAA" step of the range, which is the first of the 7 steps. Steps "AA," "A," "B," "C," "D," and "E" are found in the column directly below the "AAA" step. For example, the "AAA" step of Range No. 401 is found to be $1476 by moving down the left column to the number 40 (the first two digits of the Range No.), then horizontally to column 1 (the third digit of the Range No.). The "AAA" step of $1476 has the remaining steps shown directly beneath it; thus the full, six step range is 1476- 1549 -1627- 1708 -1793- 1883 -1977. In the same manner, Range No. 455 is found to be 1921 - 2017 -2118- 2223- 2334 - 2451 -2574. M 25A -90 SALARY SCHEDULE MATRIX 0 1 2 3 4 5 6 7 8 9 38 1332 1338 1345 1352 1358 1365 1372 1379 1386 1393 39 1399 1405 1413 1420 1427 1434 1441 1448 1455 1463 40 1469 1476 1483 1491 1498 1506 1513 1521 1528 1536 41 1542 1549 1557 1565 1573 1580 1588 1596 1604 1612 42 1619 1627 1635 1643 1651 1659 1668 1676 1684 1693 43 1700 1708 1717 1725 1734 1742 1751 1760 1769 1778 44 1785 1793 1802 1811 1820 1830 1839 1848 1857 1866 45 1874 1883 1892 1902 1911 1921 1930 1940 1950 1960 46 1968 1977 1987 1997 2007 2017 2027 2037 2048 2058 47 2066 . 2076 2086 2097 2107 2118 2128 2139 2150 2160 48 2169 2179 2190 2201 2212 2223 2234 2246 2257 2268 49 2277 2288 2299 2311 2322 2334 2346 2357 2369 2381 50 2391 2402 2414 2427 2439 2451 2463 2475 2488 2500 51 2511 2523 2536 2548 2561 2574 2587 2600 2613 2626 52 2637 2650 2663 2676 2690 2703 2717 2730 2744 2758 53 2769 2782 2796 2810 2824 2838 2853 2867 2881 2896 54 2907 2921 2936 2950 2965 2980 2995 3010 3025 3040 55 3052 3067 3082 3098 3113 3129 3144 3160 3176 3192 56 3205 3221 3237 3253 3269 3285 3302 3318 3335 3352 57 3365 3381 3398 3415 3432 3449 3467 3484 3501 3519 58 3533 3550 3568 3586 3604 3622 3640 3658 3676 3695 59 3710 3728 3747 3765 3784 3803 3822 3841 3861 3880 60 3896 3915 3935 3954 3974 3994 4014 4034 4054 4074 61 4091 4111 4132 4152 4173 4194 4215 4236 4257 4278 62 4296 4317 4339 4360 4382 4404 4426 4448 4470 4493 63 4511 4533 4556 4579 4601 4624 4648 4671 4694 4718 64 4741 4764 4787 4810 4834 4858 4882 4906 4930 4954 65 4978 5002 .5026 5051 5076 5101 5126 5151 5176 5201 m 25A -91 66 5226 5252 5278 5304 5330 5356 5382 5408 5434 5461 67 5488 5515 5542 5569 5596 5623 5650 5678 5706 5734 68 5762 5790 5818 5847 5876 5905 5934 5963 5992 6021 69 6050 6080 6110 6140 6170 6200 6230 6260 6291 6322 70 6353 6384 6415 6446 6478 6510 6542 6574 6606 6638 71 6670 6702 6735 6768 6801 6835 6869 6903 6937 6971 72 7005 7039 7073 7107 7141 7176 7211 7247 7283 7319 73 7355 7391 7427 7463 7499 7535 7571 7609 7647 7685 74 7723 7761 7799 7837 7875 7913 7951 7989 8029 8069 75 8109 8149 8189 8229 8269 8309 8349 8389 8431 8473 76 8515 8557 8599 8641 8683 8725 8767 8809 8853 8897 77 8941 8985 9029 9073 9117 9161 9205 9250 9296 9342 78 9388 9434 9482 9529 9577 9625 9673 9721 9770 9819 79 9857 9906 9955 10005 10055 10105 10156 10207 10258 10309 80 10350 10401 1.0453 10506 10558 10611 10664 10717 10771 1.0825 81 10868 10922 10976 11031 11086 11142 11198 11254 11310 11366 82 11411 11468 11525 11583 11640 11699 11757 11816 11875 11934 83 11982 12041 12102 12162 12223 12284 12345 12407 12469 12532 84 12581 12643 12707 12770 12834 12898 12963 13027 13093 13158 85 13210 13275 13342 13409 13476 13543 13611 13678 13748 13816 86 13871 13939 14009 14079 14150 14220 14292 14362 14435 14507 87 14565 14636 14709 14783 14858 14931 15007 15080 15157 15232 88 15293 15368 15444 15522 15601 15678 15757 15834 15915 15994 ald 25A -92 EXHIBIT B SANTA ANA CITY EMPLOYEES CHAPTER 1939/ SERVICE EMPLOYEES INTERNATIONAL UNION LOCAL 721 FOR FISCAL YEARS JULY 1, 2015 THROUGH JUNE 30, 2017 JOB TITLE ACCOUNTANTI ACCOUNTANT II ACCOUNTING ASSISTANT ACCOUNTING ASSISTANT /SYSTEMS TECHNICIAN ACCOUNTS PAYABLE SUPERVISOR ARTS ADMINISTRATOR ASSISTANT BUYER ASSISTANT ENGINEER I ASSISTANT ENGINEER 1I ASSISTANT FLEET EQUIPMENT TECHNICIAN ASSISTANT INSTRUMENT TECHNICIAN ASSISTANT LIBRARIAN ASSISTANT PARKS/LANDSCAPE PLANNER ASSISTANT PLAN CHECK. ENGINEER I ASSISTANT PLAN CHECK ENGINEER II ASSISTANT PLANNER I ASSISTANT PLANNER II ASSISTANT TRAFFIC OPERATIONS ENGINEER ASSOCIATE PARK AND LANDSCAPE PLANNER .ASSOCIATE PLAN CHECK ENGINEER ASSOCIATE PLANNER BIBLIOGRAPHIC TECHNICIAN BOOKMOBILE OPERATOR BUILDING INSPECTOR BUILDING MAINTENANCE AIDE BUILDING MAINTENANCE SUPERVISOR BUILDING MAINTENANCE TECHNICIAN BUILDING TECHNICIAN BUSINESS TAX COLLECTOR/INSPECTOR 89 25A -93 Assigned 7 -Step Salary Rate Range Numbers 7/01/2015 RANGE NO. 632 660 581 581 635 633 596 700 714 576 607 590 641 700 714 641 661 714 691 729 691 580 559 641 559 651 599 593 605 BUYER BUYER/SYSTEMS TECHNICIAN CENTRAL SERVICES SUPERVISOR COMBINATION BUILDING INSPECTOR COMMUNITY CENTER COORDINATOR COMMUNITY CENTER REPRESENTATIVE COMMUNITY DEVELOPMENT ANALYST COMMUNITY DEVELOPMENT DISTRICT MANAGER COMMUNITY DEVELOPMENT RESOURCE COORD COMMUNITY DEVELOPMENT TECHNICIAN COMMUNITY EVENTS COORDINATOR COMMUNITY EVENTS SUPERVISOR COMMUNITY PRESERVATION INSPECTOR COMMUNITY PRESERVATION TECHNICIAN COMMUNITY SERVICES SUPERVISOR COMPUTER OPERATIONS COORDINATOR COMPUTER OPERATOR COMPUTER PROGRAMMER COMPUTER SYSTEMS ANALYST /PROGRAMMER CONSTRUCTION INSPECTOR I CONSTRUCTION INSPECTOR II CONTRACTS ADMINISTRATOR CORRECTIONAL RECORDS SPECIALIST CORRECTIONAL RECORDS SUPERVISOR CUSTODIAL AIDE /PORTER CUSTODIAN CUSTODIAN SUPERVISOR CUSTOMER SERVICE REPRESENTATIVE DATA ENTRY OFFICE ASST DATA ENTRY OPERATOR DATA ENTRY SPECIALIST DEPUTY CLERIC OF THE COUNCIL ECONOMIC DEVELOPMENT AIDE ECONOMIC DEVELOPMENT SPECIALIST I ECONOMIC DEVELOPMENT SPECIALIST II ECONOMIC DEVELOPMENT SPECIALIST III ELECTRICAL INSPECTOR EMPLOYMENT SERVICES FISCAL SPECIALIST ENGINEERING DRAFTING TECHNICIAN I ENGINEERING DRAFTING TECHNICIAN I1 90 25A -94 645 645 605 641 641 600 656 711 691 610 600 666 641 593 681 696 605 648 668 641 651 641 542 614 504 534 586 589 559 550 559 600 610 661 691 721 641 632 610 641 ENVIRONMENTAL COORDINATOR 691 EQUIPMENT OPERATOR 600 EQUIPMENT OPERATOR - MOTOR SWEEPER (T) 600 EQUIPMENT OPERATOR - STREET (T) 6Q0 EQUIPMENT OPERATOR - TRAFFIC PAINT 600 EQUIPMENT OPERATOR - WATER MAINTENANCE 600 EQUIPMENT OPERATOR - WATER SERVICES 605 EXECUTIVE SECRETARY 598 FACILITIES SUPERVISOR 651 FINANCE EXECUTIVE SECRETARY 598 FLEET EQUIPMENT SUPERVISOR 665 FLEET EQUIPMENT TECHNICIAN I 606 FLEET EQUIPMENT TECHNICIAN H 626 FLEET EQUIPMENT TECHNICIAN III 641 FLEET PARTS SPECIALIST 616 GENERAL MAINTENANCE AIDE 559 GENERAL MAINTENANCE LEADER 620 GENERAL MAINTENANCE SUPERVISOR 651 GENERAL MAINTENANCE WORKER 599 GIS ADMINISTRATOR 686 GRAPHICS DESIGNER I 602 GRAPHICS DESIGNER 1I 622 GRAPHICS SUPERVISOR 661 HOUSING AUTHORITY AIDE 532 HOUSING AUTHORITY ANALYST 658 HOUSING AUTHORITY COORDINATOR 721 HOUSING AUTHORITY INTAKE SPECIALIST 547 HOUSING AUTHORITY OPERATIONS SUPV. 679 HOUSING PROGRAMS AIDE 570 HOUSING PROGRAMS ANALYST 679 HOUSING PROGRAMS COORDINATOR 721 HOUSING SPECIALIST I 580 HOUSING SPECIALIST 1I 604 INFORMATION SERVICES REPRESENTATIVE 594 INSTRUMENT TECHNICIAN 621 INTAKE SPECIALIST 547 KENNEL ATTENDANT 491 LANDSCAPE DEVELOPMENT ASSOCIATE 691 LEAD ACCOUNTING ASSISTANT 615 LEAD CORRECTIONAL RECORDS SPECIALIST 584 91 25A -95 LEAD POLICE RECORDS SPECIALIST 594 LEARNING CENTER TECHNICIAN 570 LIBRARIAN 630 LOAN SPECIALIST 631 MAIL CLER.K/MESSENGER 513 MAINTENANCE ASSISTANT 534 MAINTENANCE WORKER I 554 MAINTENANCE WORKER 1I 574 METER READER COLLECTOR 580 MICRO SYSTEMS PROGRAMMER 676 MICRO SYSTEMS TECHNICIAN 610 NETWORK ENGINEER 716 NETWORK SPECIALIST /WAN SYSTEMS ADMINISTRATOR 676 OFFICE ASSISTANT 532 OFFICE SPECIALIST 507 OFFICE SUPERVISOR 601 PARK MAINTENANCE AIDE 432 PARK MAINTENANCE INSPECTOR I 559 PARK MAINTENANCE INSPECTOR II 603 PARK MAINTENANCE LEADER 603 PARK MAINTENANCE SUPERVISOR 651 PARK MAINTENANCE WORKER 559 PARK NATURALIST 559 PARK RANGER 620 PARKING METER OPERATIONS SUPERVISOR 613 PARKING METER TECHNICIAN 1 563 PARKING METER TECHNICIAN II 593 PARKS & REC AIDE 487 PARKS & REC ASSOCIATE 580 PARKS & REC SERVICES ASSISTANT 532 PARKS & REC SPECIALIST 507 PARKS & REC TECHNICIAN 570 PERIODICALS TECHNICIAN 570 PERMIT PROCES SOR 579 PERMIT SUPERVISOR 661 PERMIT TECHNICIAN 631 PLAN EXAMINER (T) 660 PLANNING ASSISTANT 621 PLANNING COMMISSION SECRETARY 598 PLUMBING INSPECTOR 641 92 25A -96 POLICE FISCAL OFFICER 679 POLICE FISCAL SERVICES SUPERVISOR 648 POLICE RECORDS SPECIALIST 552 POLICE RECORDS SUPERVISOR 619 POLICE SUPPLY SPECIALIST 580 POLICE SYSTEMS SUPPORT ANALYST 696 PRINCIPAL LIBRARIAN 650 PRINCIPAL PROGRAMMER ANALYST 716 PROGRAMMER ANALYST 676 PROJECTS MANAGER 701 PROPERTY CONTROL SPECIALIST 580 PROPERTY REHABILITATION ASSISTANT 580 PUBLIC WORKS CREW LEADER 620 PUBLIC WORKS DISPATCHER 564 PUBLIC WORKS PROJECTS SPECIALIST 661 PURCHASING ASSISTANT 570 PURCHASING SPECIALIST 581 PURCHASING SUPERVISOR 690 RECEPTIONIST 547 RECORDS SPECIALIST 575 RECREATION CENTER DIRECTOR 580 RECREATION LEADER 520 RECREATION PROGRAM COORDINATOR 600 RECREATION SUPERVISOR 651 REDEVELOPMENT ASSISTANT 641 REDEVELOPMENT PROJECT MANAGER I 661 REDEVELOPMENT PROJECT MANAGER I1 701 REDEVELOPMENT PROJECT MANAGER III 721 REPROGRAPHIC EQUIPMENT OPERATOR 539 RESIDENTIAL CONSTRUCTION SPECIALIST 641 REVENUE AND CONTRACT COMPLIANCE AUDITOR 660 REVENUE PROCESSING ASSISTANT 550 REVENUE SUPERVISOR 635 SANITATION INSPECTOR I 590 SANITATION INSPECTOR II 631 SECRETARY 577 SECURITY ELECTRONICS TECHNICIAN 654 SENIOR ACCOUNTANT 679 SENIOR ACCOUNTING ASSISTANT 596 SENIOR ACCOUNTING ASSISTANT/SYSTEMS TECHNICIAN 596 93 25A -97 SENIOR ASSISTANT ENGINEER 729 SENIOR BUILDING INSPECTOR 661 SENIOR CIVIL ENGINEER 752 SENIOR COMBINATION BUILDING INSPECTOR 661 SENIOR COMMUNITY DEVELOPMENT ANALYST 685 SENIOR COMMUNITY PRESERVATION INSPECTOR 661 SENIOR CORRECTIONAL RECORDS SPECIALIST 569 SENIOR DEPUTY CLERK OF THE COUNCIL 630 SENIOR ELECTRICAL INSPECTOR 661 SENIOR ELECTRICAL SYSTEMS SPECIALIST 661 SENIOR ENGINEER 752 SENIOR FLEET EQUIPMENT SUPERVISOR 685 SENIOR GRADING SPECIALIST 661 SENIOR HOUSING SPECIALIST 642 SENIOR LAND SURVEYOR 762 SENIOR LIBRARIAN 635 SENIOR OFFICE ASSISTANT 559 SENIOR OFFICE SPECIALIST 532 SENIOR PARK MAINTENANCE SUPERVISOR 681 SENIOR PARKS & REC SERVICES ASSISTANT 559 SENIOR PARKS & REC TECHNICIAN (T) 590 SENIOR PLAN CHECK ENGINEER 752 SENIOR PLANNER 711 SENIOR PLUMBING INSPECTOR 661 SENIOR PLUMBING /MECHANICAL SYSTEMS SPEC, 661 SENIOR POLICE RECORDS SPECIALIST 579 SENIOR PROGRAMMER ANALYST 696 SENIOR RECEPTIONIST 577 SENIOR RECREATION CENTER DIRECTOR 585 SENIOR RECREATION SUPERVISOR 681 SENIOR RESIDENTIAL CONSTRUCTION SPECIALIST 661 SENIOR SYSTEMS ADMINISTRATOR 668 SENIOR TRAFFIC ENGINEER 752 SENIOR TRANSPORTATION ANALYST 752 SENIOR WATER MAINTENANCE SUPERVISOR 681 SENIOR WATER SYSTEMS OPERATOR 641 STOCK CLERK 575 STOREKEEPER 610 STREET LIGHTING MAINTENANCE WORKER 610 STREET MAINTENANCE SUPERVISOR 651 94 25A -98 STREET PAINTER 594 SUPERVISING ACCOUNTANT 701 SUPERVISNG BUYER 675 SUPERVISING LIBRARIAN 663 SUPERVISING PARK RANGER 645 SUPERVISING PARKS & REC SERVICES ASSISTANT 564 SURVEY PARTY CHIEF 674 SURVEY PARTY TECHNICIAN I 610 SURVEY PARTY TECHNICIAN II 641 SYSTEMS ADMINISTRATOR 636 SYSTEMS SUPPORT ANALYST 696 SYSTEMS TECHINICIAN 576 TELECOMMUNICATIONS COORDINATOR 678 TELECOMMUNICATIONS CUSTOMER SERVICE REP, 589 TENANT SERVICES TECHNICIAN 577 TRAFFIC TECHNICIAN 664 TREASURY SERVICES SUPERVISOR 635 TREE MAINTENANCE SUPERVISOR 651 TREE TRIMMER 594 UTILITIES BILLING /SYSTEMS TECHNICIAN 589 UTILITY INSPECTOR 631 VIDEO TECHNICIAN 632 VISITOR SERVICES COORDINATOR 526 VOLUNTEER SERVICES COORDINATOR 620 WATER MAINTENANCE CREW LEADER 620 WATER MAINTENANCE SUPERVISOR 651 WATER MAINTENANCE WORKER II 574 WATER METER REPAIRER I 579 WATER METER REPAIRER II 599 WATER QUALITY COORDINATOR 671 WATER QUALITY INSPECTOR 631 WATER QUALITY SUPERVISOR 651 WATER SERVICES CREW LEADER 625 WATER SERVICES METER REPAIRER I 584 WATER SERVICES METER REPAIRER II 604 WATER SERVICES QUALITY COORDINATOR 676 WATER SERVICES QUALITY INSPECTOR 636 WATER SERVICES QUALITY SUPERVISOR 656 WATER SERVICES SUPERVISOR 656 WATER SERVICES UTILITY INSPECTOR 636 95 25A -99 WATER SERVICES WORKER I 559 WATER SERVICES WORKER II 579 WATER SYSTEMS OPERATOR I 587 WATER SYSTEMS OPERATOR II 607 WATER SYSTEMS OPERATOR ITI 621 WEB SYSTEMS TECHNICIAN 576 WEBSITE ENTRY SPECIALIST 550 WORK CENTER COORDINATOR 721 WORKFORCE SPECIALIST I 576 WORKFORCE SPECIALIST II 601 WORKFORCE SPECIALIST III 621 WORKFORCE SPECIALIST IV 676 YOUTH SERVICES TECHNICIAN 570 ZOO ANIMAL REGISTRAR 581 ZOO CURATOR 630 ZOO CURATOR OF EDUCATION 630 ZOO EDUCATION SPECIALIST 581 ZOO KEEPER AIDE 491 ZOO KEEPER I 551 ZOO KEEPER II 581 ZOO MAINTENANCE SUPERVISOR 630 (T) designates a "terminal" classification. A position classification that has been designated as "terminal" by formal City Council action will be deleted from the City's Basic Classification and Compensation Plan when vacated by its last remaining inctunbent. No new appointments may be made to a classification that has been so assigned, 96 25A -100 Exhibit C RESOLUTION NO. 81-75 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA RELATING TO EMPLOYER- EIVIPLOYEE RELATIONS IN THE PUBLIC SERVICE OF THE CITY OF SANTA ANA WHEREAS, the Council of the City of Santa Ana declares that it is the public policy of the City to maintain and enhance its administration of employer- employee relations and to protect the public by assuring at all times the orderly and uninterrupted operations and services of City government; and WHEREAS, the City of Santa Ana desires to establish uniform and orderly methods of communication between the City and its employees, including provisions for (a) recognizing the rights of employees to join organizations of their own choosing for the purpose of representation on matters affecting employee relations or to represent themselves individually in dealing with the City; and (b) establishing equitable and uniform rules and procedures to provide for the orderly and systematic presentation, consideration and resolution of employer - employee relations matters; and WHEREAS, the City of Santa Ana has met and conferred in good faith with representatives of the Santa Ana City Employees' Association; Santa Ana Police Benevolent Association; Santa Ana Firemen's Benevolent Association; and the American Federation of State, County and Municipal Employees, AFL -CIO, which are the only employee organizations known to the City to have among their members employees of the City, concerning the rules and regulations for the administration of employer- employee relations set forth herein; and NOW, THEREFORE, the City Council of the City of Santa Ana does hereby resolve as follows: Section 1: Title of Resolution This Resolution shall be known as the "Employer - Employee Relations Resolution of the City of Santa Ana ", Section 2: Definitions As used in this Resolution, the following terms shall have the meanings indicated: APPROPRIATE UNIT - means a unit of cm,ployee classifications or positions established pursuant to Section I I of this Resolutioin. 97 25A -101 CITY - means the City of Santa Ana, a municipal corporation, and where appropriate herein, "City" refers to the City Council or any duly authorized management employee as herein defined. DAY - means calendar day unless expressly stated otherwise. EMPLOYEE - means any person regularly employed by the City on a full time basis except those persons elected by popular vote. EMPLOYEE, CONFIDENTIAL - means an employee who is assigned to perform work directly involved in the development, preparation or presentation of management positions with respect to employer - employee relations, EMPLOYEE, MANAGEMENT - means any employee having responsibility for formulating, administering or managing the implementation of City policies or programs, including but not limited to, department and assistant department heads, division heads, and professional administrative staff employees employed to render advice and assistance pertaining to the conduct of legal, fiscal, budgetary, personnel management and employer- employee relations affairs of the City. EMPLOYEE, PROFESSIONAL - means a classification of employees engaged in work (a) predominantly intellectual and varied in character as opposed to routine mental, manual, mechanical or physical work; (b) involving the constant exercise of discretion and judgment in its performance; and (c) requiring knowledge in a field of science or learning customarily acquired by a prolonged course of specialized intellectual instruction and study in an institution of higher leaning, as distinguished from a general academic education, or from an apprenticeship or from training in the performance of routine, mental, manual or physical processes. EMPLOYEE, SUPERVISORY - means any employee, regardless of job description or title, having authority, in the interest of the employer, to _hire, transfer, suspend, layoff, recall, promote, discharge, assign, reward, or discipline other employees, or the responsibility to assign work to and direct them, or to evaluate or review their grievances, or effectively to recormnend such actions, if in connection with any of the foregoing, the exercise of such responsibility is not of merely routine or clerical nature, but requires the use of independent judgment. EMPLOYEE ORGANIZATION - means any lawful organization which includes employees of the City and which has as one of its primary purposes representing such employees in their employment relations with the City; provided, however, that said organization has no restrictions on membership based on race, color, creed, sex or national origin. EMPLOYEE RELATIONS OFFICER - means the City's principal representative in all matters of employer - employee relations designated pursuant to Section 3 hereof, or his duly authorized representative. 98 25A -102 EMPLOYER - EMPLOYEE RELATIONS - means the relationship between the City and its employees and their employee organization, or when used in a general sense, the relationship between City management and individual employees or employee organizations. GRIEVANCE - means a dispute, claimed by an employee, group of employees or a recognized employee organization concerning the meaning, application, or enforcement of any of the provisions of the City's Employer - Employee Relations Policy or of a memorandum of understanding; and for which specific hearing or appeal procedure is not otherwise provided, or is not specifically withhold, by civil service rule, ordinance, resolution, charter provision, or memorandum of understanding. IMPASSE - means that the representatives of the City and a, Recognized Employee Organization have reached a point in their meeting and conferring in good faith where their differences concerning matters on which they are required to meet and confer, remain so substantial that further meeting and conferring would not be likely to result in an agreement. MEDIATION OR CONCILIATION - means the efforts of an impartial third person or persons, functioning as intermediaries, to assist the parties in reaching a voluntary resolution to an impasse, through interpretation, suggestion and advice, Mediation and conciliation are interchangeable terms. MEET AND CONFER IN GOOD FAITI-T - (sometimes referred to herein as "meet and confer" or "meeting and conferring ") - means the perforniance by duly authorized City representatives and duly authorized representatives of a recognized employee organization of their mutual obligation personally to meet and confer in good faith promptly upon the request of either patty and continue for a reasonable period of time in order to exchange freely information, opinions and proposals, and to endeavor to reach agreement on matters within the scope of representation prior to the adoption by the City of its final budget for the ensuing year. This does not require either party to agree to a proposal or to make a concession. MEMORANDUM OF UNDERSTANDING - means a written memorandum of the agreement between the City and a recognized employee organization reached through meeting and conferring. PEACE OFFICER - means an employee of the Santa Ana Police Department whose principal duties consist of active law enforcement and who is designated as a "peace officer" as that team is defined in Section 830, California Penal Code, except that, for purposes of this Resolution only, "peace officer" does not mean a park patrolman, security guard or a member of the fire department, whether the latter be serving as a member of an arson investigating unit, as a deputy or assistant state fire marshal, or in any capacity wherein the member would have the status of peace officer for purposes other than that of this Resolution. 99 25A -103 RECOGNIZED EMPLOYEE ORGANIZATION - means an employee organization which has been granted formal recognition by the Employee Relations Officer as the employee organization which has the right to meet and confer in good fa'i'th as the majority representative of all members of an appropriate representation unit pursuant to Section 11 hereof, except those employees in such unit who have exercised their right not join an employee organization and who choose to represent themselves individually with the City, or has been designated through, a secret ballot election as the exclusive representative of the employees in an appropriate representation unit pursuant to Section 11 of this Resolution. SCOPE OF REPRESENTATION - means those matters relating to employment conditions and employer- employee relations including, but not limited to, wages, hours, and other terms and conditions of employment except, however, that the scope of representation shall not include consideration of the merits, necessity; or organization of any service or activity provided by law or executive order. Section 3: Desi ng ation of the City's Employee Relations Officer The City Council hereby designates the City Manager as the Employee Relations Officer who shall be the City's principal representative on all matters of employer - employee relations, with authority to meet and confer in good faith on matters within the scope of representation, and to administer all provisions of this Resolution and the employee relations vile and procedures adopted pursuant thereto. The Employee Relations Officer is authorized, to delegate his duties and responsibilities. Section 4: Meet and Confer in Good Faith - Scope City representatives and representatives of formally recognized employee organizations having exclusive representation rights, have the mutual obligation personally to meet and confer in good faith in order to exchange freely information, opinions and proposals and to endeavor to reach agreement on matters within the scope of representation prior to the adoption by the City of its final budget for the ensuring year. The City shall not be required to meet and confer in good faith on a subject preempted by Federal or State law or by the City Charter. Section 5: Notice The City will give reasonable written notice to each recognized employee organization affected by any ordinance, rule, resolution, or regulation relating to matters within the scope of representation proposed to be adopted by the City, and each such organization shall be given the opportunity to meet and confer with the Employee Relations Officer prior to such adoption. In cases of emergency when the City determines that an ordinance, rule, resolution, or regulation relating to matters within the scope of representation must be adopted immediately without prior 100 25A -104 notice or meeting with recognized employee organization, the Employee Relations Officer shall provide such notice and opportunity to meet at the earliest practicable time following the adoption of such ordinance, rile, resolution or regulation. Section 6: Petition for Reco2nition An employee organization that seeks to be formally acknowledged as the Recognized Employee Organization representing the employees in an appropriate unit shall file a petition with the Employee Relations Officer containing the following information and documentation: Name and address of the employee organization. Names and titles of its officers. Names and titles of employee organization representatives who are authorized to speak on behalf of the organization, A statement that the employee organization has, as one of its primary purposes, representing the employees in their employment relations with the City. A statement whether the employee organization is a chapter or local of, or affiliated directly or indirectly in any manner with, a regional or state, or national or international organization, and, if so, the name and address of each such regional, state or international organization. Certified copies of the employee organization's constitution and bylaws, including all amendments thereof. A designation of those persons, not exceeding three in number, and their addresses, to whom sent by first class or certified United States mail will be deemed sufficient notice on the employee organization, A statement that the employee organization is cognizant of the provisions of Section 3509 of the Meyer - Milias -Brown Act. A statement that the employee organization has no restriction on membership based on race, color, creed, sex, or national origin. A description of the composition of the unit or units claimed to be appropriate, including the job classifications of employees and the number of member employees therein, as well as a statement of reasons why the unit or units is or are considered to be appropriate. A statement that the employee organization has in its possession written proof, dated by the signer within six (6) months of the date upon which the petition is filed, to establish that it majority of the employees in the unit claimed to be appropriate have designated the employee 101 25A -105 organization to represent them in their employment relations with the City. Such written proof shall be made in such language and form as the Employee Relations Officer shall prescribe and shall be submitted for confirmation to the Employee Relations Officer to a mutually agreed upon disinterested third party. Notwithstanding the above, the Employee Relations Officer, in his sole discretion, may accept employee dues deduction authorization, using the payroll register for the period immediately preceding the date of filing of a Petition of Recognition, as proof of employee support for the petitioning organization, except that dues deduction authorizations for more than one employee organization for the account of any one employee shall not be considered as proof of employee support for any employee organization, unless it can otherwise be shown that the dues deduction for the petitioning organization is the only one which provides full membership rights said privileges, including the right to vote. A request that the Employee Relations Officer recognize the petitioning employee organization as the Recognized Employee Organization representing the employees in the unit(s) claimed to be appropriate for the purpose of meeting and conferring in good faith on all matters within the scope of representation. The Petition, including all accompanying documents, shall be declared to be true, correct and complete, under penalty of perjury, by the duly authorized officer(s) of the employee organization executing it. The Employee Relations Officer may require additional information as required by this Resolution to be included in the Petition. The Employee Relations Officer shall give prompt written notice of the filing of a Petition to any recognized employee organization affected thereby. Section 7: City Responseto Recognition Petition Upon receipt of the Petition, the Employee Relations Officer shall within ten (10) flays determine whether: There has been compliance with the requirements of the Recognition Petition; and The proposed representation unit is an appropriate unit in accordance with Section 11 of this Resolution. If an affirmative determination is made by the Employee Relations Officer on the foregoing two matters, 12c shall within. ten (10) days after malting said determination, inform the petitioning employee organization, shall give written notice of such request for recognition to the employees in the resit and shall take no action on said request for thirty (30) days thereafter. If either of the foregoing matters are not affirmatively determined, the Employee Relations Officer shall meet and discuss the matter with such petitioning employee organization, and, if such determination thereafter remains unchanged, shall inform that organization of the reasons therefore in writing. The petitioning employee organization may appeal such determination in accordance with Section 13 of this Resolution. 102 25A -106 Section S: Ouen Period for Filing Challenging Petition (s) Within thirty (30) days of the date written notice was given to affected employees that a valid Recognition Petition(s) for an appropriate unit has been filed, any other employee organization may file a competing request to be formally acknowledged as the recognized employee organization of the employees in the same or in an overlapping unit (one which corresponds with respect to some but not all the classifications or positions set forth in the Recognition Petition being challenged), by filing a petition(s) evidencing proof of employee support in the unit claimed to be appropriate of at least thirty (30) percent and otherwise in the same form and matmer as set forth in Section 6 of this Resolution. If such challenging petition(s) seeks establishment of an overlapping unit, the Employee Relations Officer shall call for a hearing on such overlapping petitions for the purpose of ascertaining the more appropriate unit, at which time the petitioning employee organizations shall be heard. Thereafter, the Employee Relations Officer shall determine the appropriate unit or units in accordance with the standards in Section 11 of this Resolution. The petitioning employee organizations shall have fifteen (15) days from the date notice of such unit determination is communicated to them by the Employee Relations Officer to amend their petitions to conform to such determination or to appeal such determination pursuant to Section 13 of this Resolution. Section 9: Election Procedure The Employee Relations Officer shall arrange for a secret ballot election to be conducted by a party agreed to by the Employee Relations Officer arid, the concerned employee organization(s) in accordance with its rules and procedures subject to the provisions of this Resolution. All employee organizations who have duly submitted petitions which have been determined to be in conformance with this Resolution shall be included on the ballot. The choice of `no organization" shall also be included on the ballot, Employees entitled to vote in such election shall be those persons employed full time in regular, permanent positions within the designated appropriate unit who were employed during the pay period immediately prior to the date which ended at least fifteen (15) days before the date the election commences, including those who did not work during such period because of illness, vacation or other authorized leaves of absence, and who are employed by the City in the same unit on the date of election. An employee organization shall be formally acknowledged as the Recognized Employee Organization for the designated appropriate unit following an election or runoff election if it received a numerical majority of all valid votes cast in the election. If an election involving tbree or more choices, where none of the choices receives a majority of the valid votes cast, a runoff election shall be conducted between the two choices receiving the largest member of valid votes cast (that is, either between two employee organizations, or one employee organization and no representation); the rules governing an initial election being applicable to a runoff election, except that the runoff election shall be held within fifteen (15) days following the certification of the initial election results. 103 25A -107 There shall be no more than one valid election under this Resolution pursuant to any petition in a 12 month period a'ffec'ting the same unit. In the event that the parties are unable to agree on a third patty to conduct an election, the election shall be conducted by the California State Conciliation Service, Costs of conducting elections shall be borne in equal shares by the City and by each employee organization appearing on the ballot. In cases where a Memoranduun of Understanding between the City and an employee organization is in effect on the effective date of this Resolution, it shall be presumed for the duration of the Memorandum of Understanding that the unit set forth in the Memorandum of Understanding is appropriate and that the eniployce organization is the majority representative of the employees covered therein. Unless a petition is filed pursuant to Section 12 below, it shall be presumed that when said Memorandum of Understanding 'terminates the employee organization shall continue to be a majority representative of employees covered by said Memorandum of Understanding for the purposes of meeting and conferring regarding matters within the scope of representation; provided, however, the employee organization files with the City the information required by Section 6(a), 1 through 13 of this Resolution. Nothing contained herein shall preclude an employee organization from filing a petition for recognition pursuant to Section 6 or Section 10 of this Resolution at the expiration of Memoranda of Understanding which expire on June 30, 198 1. Section 10: Procedure for Decertification of Recognized Employee Organization A Decertification Petition alleging that the incumbent Recognized Employee Organization no longer represents a majority of the employees in an established appropriate unit may be Filed with the Employee Relations Officer only during the month of January of any year following the first frill year of recognition or during the thirty (30) day period commencing one hundred eighty (180) days prior to the termination date of a Memorandum of Understanding then having been in effect less than three (3) years, whichever occurs later. A Decertification Petition may be filed by employees or their representative, or an employee organization, and shall contain the following information and documentation declared by the duly authorized signatory under penalty of perjury to be true, correct and complete: The name, address and telephone number of the petitioner and a designated representative authorized to receive notices of requests for further information. The name of the established appropriate Ludt and of the incumbent Recognized Employee Organization sought to be decertified as the representative of that unit. An allegation that the incumbent Recognized Employee Organization no longer represents a majority of the employees in the appropriate unit, and any other relevant and material facts relating thereto. Proof of employee support that a majority of the employees in the established appropriate unit no longer desires to be represented by the incumbent Recognized Employee Organization. Such 104 25A -108 proof shall be submitted for confirmation to the Employee Relations Officer or to a mutually agreed upon disinterested third party, The Employee Relations Officer can only accept those petitions which 1) request decertification of the current formally recognized employee organization and 2) do not request to carve out another unit from the already established appropriate unit. An employee organization may file a Petition under this Section in the form of a Recognition Petition that conforms to the requirements of Section 6 of this Resolution in satisfaction of the Decertification Petition requirements hereunder, The Employee Relations Officer shall initially determine whether the Decertification Petition or Recognition Petition, if any, have been filed in compliance with the applicable provisions of this Resolution, If his determination is in the negative, he shall offer to consult thereof with the representative(s) of such petitioning employees or employee organization, and if such determination thereafter retrains unchanged, shall return such Petition(s) to the employees or employee organization with a statement of the reasons therefore in writing. The petitioning employees or employee organization may appeal such determination in accordance with Section 13 of this Resolution. If the determination of the Employee Relations Officer is in the affirmative, or if his negative determination is reversed on appeal, he shall give written notice of such Decertification of Recognition Petition to the incumbent Recognized Employee Organization and to unit employees. The Employee Relations Officer shall thereupon arrange for a secret ballot election to be held on or about fifteen (15) days after such notice to determine the wishes of unit employees as to the question of decertification, and if an accompanying Recognition Petition was duly filed, and, in the event decertification of the incumbent .Recognized Employee Organization is voted, the question of representation. Such election shall be conducted in conformance with Section 9 of this Resolution. The cost of any election proceeding under the provisions of this Section shall be borne entirely by the employee organization(s) challenging the incumbent recognzed employee organization. An employee organization which displaces another employee organization as a formally recognized employee organization following an election conducted pursuant to this Section shall assume any existing ,Memorandum of Understanding than in effect as a condition of recognition and said Memorandum of Understanding shall remain in full force and effect for the balance of the term thereof 105 25A -109 Section 11: Policy and Standards for Determination of Appro riate Units The basic policy objectives in determining the appropriateness of units shall be the effect of a proposed unit on 1) the efficient operations of the City and its compatibility with the primary responsibility of the City and its employees to effectively and economically serve the public and 2) providing employees with effective representation based on recognized community of interest considerations. These policy objectives require that the appropriate unit shall be the broadest feasible grouping of positions that share an identifiable community of interest. Factor's to be considered shall be: Similarity of the general kinds of work performed, types of qualifications required, and the general working conditions. History of representation in the City and similar employment; except however, that no unit shall be deemed to be an appropriate unit solely on the basis of the extent to which employees in the proposed unit have organized. The effect of the proposed unit on efficient operations of the City and the compatibility of the unit with the responsibility of the City and its employees to serve the public. The effect on the administration of employer - employee relations created by the fragmentation of classifications and proliferation of units. Effect on the classification structure and impact on the stability of the employee relationship of dividing a single or related classification among two or more units. Notwithstanding the foregoing, management employees shall only be included in a unit consisting solely of management employees and confidential employees shall be included in a unit consisting solely of confidential employees. When the City establishes new classifications or positions, or modifies the job content of an existing classification or position, the Employee Relations Officer shall, after notice to and consultation with all affected employee organizations, determine which, if any, representation unit shall include such new or modified classification(s) or position(s). Section 12: Procedure for Modification of Established Ap' ro riate Units Requests by employee organizations for modifications of established appropriate rmits may be considered by the Employee Relations Officer only during the period specified in Section 10 of this Resolution. Such requests shall be submitted in the form of a Recognition Petition, and, in addition to the requirements set forth in Section 6 of this Resolution, shall contain a complete statement of all relevant facts and citations in support of the proposed modified unit in terms of the policies slid standards set forth in Section 11 hereof. The Employee Relations Officer shall process such petitions as other Recognition petitions under this Resolution. 106 25A -110 The Employee Relations Officer may on his motion propose, daring the period specified in Section 10 of this Resolution, that an established unit be modified. The Employee Relations Officer shall give written notice of the proposed modification(s) to any affected employee organization and shall hold a meeting concerning the proposed modification(s), at which time all affected employee organizations shall be heard. Thereafter the Employee Relations Officer shall determine the composition of the appropriate unit or units in accordance with Section 11 of this Resolution, and shall give written notice of such determination to the affected employee organizations. The Employee Relations Officer's determination may be appealed as provided in Section 13 of this Resolution, If a unit is modified pursuant to the motion of the Employee Relations Officer hereunder, employee organizations may thereafter file Recognition Petitions seeking to become the Recognized Employee Organization for such new appropriate unit or units Pursuant to Section 6 hereof. Section 13. Appeals An employee organization aggrieved by an appropriate unit determination of the Employee Relations Officer under this Resolution may, within ten (10) days of notice thereof, appeal such determination to the City Council for final decision. An employee organization aggrieved by a determination of the Employee Relations Officer that a Recognition Petition (Section 6); Challenging Petition (Section 8) or Decertification Petition (Section 10) or employees aggrieved by a determination of the Employee Relations Officer that a Decertification Petition (Section 10) has not been filed in compliance with the applicable provisions of this Resolution, may, within fifteen (15) days of notice of such determination, appeal the determination to the City Council for final decision. Appeal 1:0 the City Council shall be filed in writing with the City Clerk, and a copy thereof served on the Employee Relations Officer. The City Council shall commence to consider the matter within thirty (30) days of the filing of the appeal, and shall render a final and binding decision regarding the resolution of the disputed issue(s) raised by the appeal after each party involved has been given an opportunity, daring a public meeting, to present written and oral arguments in support of their respective positions and, if the City Council so desires, after any future investigation or review of the matter as it may deem appropriate. The City Council, may, in its discretion, refer the dispute to a third party hearing process for the purpose of seeking an advisory determination prior to making its final decision regarding the resolution of the dispute. Section 14: Submission of Current Infornriation by Reco nized Employee Organizations All changes in the information filed with the City by a Recognized Employee Organization under Items 1 through 1.3 of its Recognition Petition under Section 6 of this Resolution shall be submitted in writing to the Employee Relations Officer within fifteen (15) days of such change. 107 25A -111 Section 15: Pa�oll Deductions on Behalf of Employe e Organizations Upon formal aclmowledgnent by the City of a Recognized Employee Organization under this Resolution, only such Recognized Employee Organization may be provided payroll deductions of membership dues slid insurance premiums for plans sponsored by such organization upon the written authorization of employees in the unit represented by Recognized Employee Organization on forms provided therefore by the City. The providing of such service to the Recognized Employee Organization by the City shall be contingent upon and in accordance with the provisions of Memorandum of Understanding and/or applicable administrative procedures. Section 16: Employee Organization Activities - Use of Cit Resources Access to City work locations and the use of City paid time, facilities, equipment and other resources by employee organizations and those representing them shall be authorized only to the extent provided for in Memorandum of Understanding and/or administrative procedures; shall be limited to activities pertaining directly to the employer - employee relationship and not such internal employee organization business as soliciting membership, campaigning for office, and organization meetings and elections; and shall not interfere with the efficiency, safety and security of City operations. Section 17: Administrative Rules and Procedures The Employee Relations Officer is hereby authorized to establish such rules and procedures as appropriate to implement and administer the provisions of this Resolution after consultation with affected employee organizations. Section 18: Initiation of Im%se Procedures If the meet and confer process has reached impasse as defined in this Resolution, either party may initiate the impasse procedures by filing with tike other patty a written request for an impasse meeting, together with a statement of its position on all disputed issues. An impasse meeting shall then be scheduled promptly by the .Employee Relations Officer. The purpose of such impasse meeting shall be: To identify and specify in writing the issue or issues that remain in dispute; To review the position of the parties in a final effort to resolve such disputed issue or issues; and If the dispute is not resolved, to discuss arrangement for the utilization of the impasse procedures provided herein. 1: 25A -112 Section 19: Impasse Procedures Impasse procedures are as follows: If the parties so agree, the issue or issues at impasse shall be submitted directly to the City Council for determination. If they do not agree within seven (7) days following the conclusion of the impasse meeting set forth in Section 18 above, either party may submit the impasse to mediation. All mediation proceeding shall be private and the mediator shall make no public recommendation, nor take any public position at any time concerning the issues. If the parties are unable to agree on a mediator after a reasonable period of time, they shall select the mediator from a list of three names to be provided by the State Conciliation Service, or if that agency for any reason shall fail to provide such list, by the American Arbitration Association. Upon receipt of such list, the parties shall alternately strike names from the list until a single name remains who shall become the mediator. The priority of striking names shall alternate from one party to the other each time impasse procedures are invoked by the same parties. The employee organization or the City shall commence this process in an order determined by lot striking the first name from such list of names in any initial mediation. The cost of the mediator, if any, shall be shared equally by both parties. If the parties have failed to resolve all their disputes through mediation within fifteen ('15) days after the mediator commenced meetings with the parties, the parties may agree to submit the issues in dispute directly to the City Council. In that event, the City Council shall finally determine the issues after conducting a public hearing thereon and after such further investigation of the relevant facts as it may deem appropriate. If the parties have exhausted the mediation process, the matter shall be submitted to the City Council for resolution. Section 20: Construction This Resolution shall be administered and construed as follows: Nothing in this Resolution shall be construed to deny to any person, employee, organization, the City, or any authorized officer, body or other representative of the City, the rights, powers and an lboxity granted by Federal or State law or City Charter provisions. Nothing in this Resolution shall be construed as malting the provisions of California Labor Code Section 923 applicable to City employees or employee organizations, or of giving employees or 109 25A -113 employee organizations the right to participate in, support, cooperate or encourage, directly or indirectly, any strilce, sickout, other total or partial stoppage or slowdown of work or any other interference with the conduct of the City's operations. Nothing contained in this Resolution shall abrogate any written Memorandum of Understanding between any employee organization and the City in effect on the effective date of this Resolution. All such agreements shall continue in effect for the duration of the term specified therein unless modified or rescinded by mutual agreement of the parties thereto. Whenever written notice is required by this Resolution, such notice shall deern to have been received on the day immediately following the day on which it was mailed (excluding Saturdays, Sundays, and holidays on which the offices of the City are closed) provided the same was sent by first class or certified mail, postage prepaid to the City at 20 Civic Center Plaza, Santa Ana, California 92701, or to any employee organization at its last address furnished to the City. Section 21: Severability In any section, subsection, sentence, clause or phrase of this Resolution, or the application of such portion to any person or circumstance, shall be held invalid by a decision of any court of competent jurisdiction, the remainder of this Resolution, or the application of such portion to persons or circumstances other than those as to which it is bold invalid, shall not be affected thereby. The City Council hereby declares that it would have passed this Resolution and each section, subsection, sentence, clause and phrase thereof, irrespective of the fact that any or more sections, subsections, sentences, clauses or phrases be declared invalid. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana: that this Resolution shall be operative from and after May 18, 1981. ADOPTED this 18"' day of May, 1981, by the following vote: AYES: Acosta, Bricken, Griset, Luxembourger, Markel, McGuigan, Serrat 110 25A -114 u :_. 1 9/80 HARDSHIP CLAIM Name: Division /Section: Position: Work Telephone Number: Supervisor Name and Telephone: Work Hours: Proposed Work Hours: HARDSHIP CLAIMED: OPTIONS EXPLORED BY EMPLOYEE TO RESOLVE PERSONAL HARDSHIP: EMPLOYEE'S PROPOSED SOLUTION: SUPERVISOR'S NEEDS AND CONCERN'S: COMMITTEE'S RECOMMENDATION TO DEPARTMENT HEAD: 111 25A -115 25A -116 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: AGREEMENT WITH TRITECH SOFTWARE SYSTEMS FOR AN INTEGRATED SOFTWARE SYSTEM FOR THE POLICE DEPARTMENT {STRATEGIC PLAN NO. 1, 2A} CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 1,.x_9 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Authorize the City Manager and Clerk of the Council to execute an eight -year agreement with TriTech Software Systems for the purchase and support of an integrated software system for the Police Department, commencing November 17, 2015, in an amount not to exceed $3,514,438.39, and an additional $213,000 contingency totaling $3,727,438.39, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Police Department is currently utilizing over 50 separate systems to perform routine dispatch and records management functions. In 2012, the Police Department began researching new integrated software systems to replace these obsolete, manual, and, in some cases, non - supported systems. The Police Department has completed the request for proposals (RFP) evaluation process and recommends the approval of an agreement with TriTech Software Systems to provide the Police Department's new integrated software system. The initial system purchase amount of $2,128,032.16 will be funded through asset forfeiture monies provided by the Department of Justice. The new system will result in efficiency savings equivalent to 7 additional patrol officers and 7 additional records clerks as well as a reduction of 750,000 printed pages each year. This agreement includes a two year implementation phase, followed by one year of full warranty coverage, and a five year maintenance period that will allow the Police Department to preserve the favorable conditions that were negotiated in the contract development process. Otherwise, the purchase agreement would expire once the system was installed and operational leaving the City subject to less favorable standard terms and conditions that are part of the vendor's prevailing support agreement. The Police Department provided project presentations and updates to the Public Safety Committee at their regularly scheduled meetings in April 2012, July 2012, and August 2013. The Committee was supportive of the project and the Department moved forward with drafting an RFP. In August 2015, Deputy Chief Schnabl of the Police Department made a final presentation to the Public Safety Committee with the findings of the search process in preparation for submitting a request to award the contract to TriTech. 2513-1 Agreement with TriTech Software Systems November 3, 2015 Page 2 On November 27, 2013, the Police Department issued a request for proposals (RFP #13 -071) for an integrated software system comprised of Computer Aided Dispatch (CAD) and Records Management System (RMS) for the Police Department. On December 17, 2013, a pre - proposal conference was conducted, and on January 29, 2014, the City received proposals from six firms. Infor, Intergraph, New World, Spillman, Sungard, and TriTech each submitted proposals for consideration. The Police Department developed a thorough evaluation process (described below) to select its integrated software solution. In January 2014, an Integrated Software Evaluation and Selection Committee was formed, comprised of representatives from all of the bureaus within the Department (i.e. Administration, Field Operations, Investigations, and Jail) as well as City IT. In addition, the Department secured the services of integrated software consultant Cit -Com Inc. to assist with the process. The Committee, with the help of Cit -Com, performed an initial evaluation of the proposals and the scoring results are listed below. 25B -2 Criteria Summary Weight Maximum Value* 5 SUNGARD TRITECH NEW SPILLMAN INTERGRAPH WORLD INFOR 1 Adherence to Format 2 10 10 10 10 10 10 10 2 Completeness of Proposal 5 25 25 25 25 25 25 20 3 Quality /Depth of References 5 25 17.5 20 20 25 20 10 4 Post Implementation Support 5 25 22.5 20 15 17.5 15 5 5 Financial Stability /Resources 5 25 20 20 22.5 25 25 15 6 Experience /Expertise of Staff 5 25 20 22.5 20 20 15 17.5 7 System Functionality 15 75 71.69 64.89 70.42 66.16 66.16 69.84 8 Reference Checks 5 25 17.5 18.75 22.5 15 15 20 9 Integration and Interfaces 10 50 45 35 50 40 50 20 10 Hardware 5 25 17.5 20 20 17.5 17.5 17.5 11 Cost 10 50 41.78 42.51 31.26 27.81 31.87 50.00 12 Willingness to Negotiate 10 50 30 30 25 20 20 20 13 Implementation and Data Conversion 5 25 20 20 17.5 20 20 17.5 14 Project Management 6 30 24 24 1 21 21 21 18 15 Training 5 25 22.5 20 20 22.5 12.5 15 16 Documentation 2 10 8 8 9 9 7 6 Total Score 500 412.97 400.66 399.18 381.46 371.03 331.34 %of Available Score 100 82.59 80.13 1 79.84 76.29 74.21 66.27 25B -2 Agreement with TriTech Software Systems November 3, 2015 Page 3 The Committee selected the four vendors with the best proposals and invited them to give system demonstrations. Intergraph, Spillman, Sungard, and TriTech were each permitted a two -day demonstration period to present their solution to the Selection Committee and Police Department subject matter experts. Based on the content of their presentations as well as feedback from subject matter experts who attended the presentations, the vendors' scores were updated. 3 4 The Committee selected the top two vendors, Spillman Technologies and TriTech Software Systems, and proceeded with an in -depth examination into the experience and products of the two finalists as related to the evaluation criteria in the RFP. This included site visits, telephone interviews of existing customers, meetings with company executives, and user group meetings. 25B -3 Criteria Summary Weight Maximum value * 5 TRITECH SPILLMAN SUNGARD INTERGRAPH 1 Adherence to Format 2 10 10 10 10 10 2 Completeness of Proposal 5 25 25 25 25 25 3 Quality /Depth of References 5 25 20 20 17.5 25 4 Post Implementation Surmort 5 25 20 15 22.5 17.5 5 Financial Stability/Resources 5 25 20 22.5 20 25 6 Experience /Expertise of Staff 5 25 22.5 20 20 20 7 System Functionality 15 75 60 60 41.25 45.00 8 Reference Checks 5 25 18.75 22.5 17.5 20 9 Integration and Interfaces 10 50 35 50 45 40 10 Hardware 5 25 20 20 17.5 17.5 11 Cost 10 50 42.51 31.26 41.78 27.81 12 Willingness to Negotiate 10 50 30 25 30 20 13 Implementation and Data Conversion 5 25 20 17.5 20 20 14 Project Management 6 30 24 21 24 21 15 Training 5 25 20 20 22.5 22.5 16 Documentation 2 10 8 9 8 9 Total Score 500 395.76 388.76 382.53 365.31 of Available Score 100 79.15 77.75 76.51 73.06 3 4 The Committee selected the top two vendors, Spillman Technologies and TriTech Software Systems, and proceeded with an in -depth examination into the experience and products of the two finalists as related to the evaluation criteria in the RFP. This included site visits, telephone interviews of existing customers, meetings with company executives, and user group meetings. 25B -3 Agreement with TriTech Software Systems November 3, 2015 Page 4 The table below shows the details of the site visits that were made. Agency / Location Visit Date System Evaluated Orange County CHIP / Irvine, CA 09/03/2014 TriTech CAD Torrance PD / Torrance, CA 09/09/2014 Spillman CAD /RMS Kings County SO / Hanford, CA— 09/17/2014 Spillman CAD /RMS Santa Barbara County SO / Santa Barbara, CA 09/18/2014 TriTech CAD Lake County SO / Waukegan, IL 09/22/2014 TriTech RMS McHenry County SO / Woodstock, IL 09/22/2014 TriTech RMS Crystal Lake PD / Crystal Lake, IL 09/23/2014 TriTech RMS At the conclusion of the Selection Committee's research, the two finalists were given a list of concerns specific to their product and proposal and invited to submit a Best And Final Offer (BAFO). The results from the research and the BAFO's were analyzed to determine a final vendor. Based upon the findings from this process, the Integrated Software Evaluation and Selection Committee recommended the Police Department contract with TriTech Software Systems for its new CAD /RMS solution. Of the six vendors that responded to the City's RFP, TriTech's system proved to be the best fit for the Department, particularly in the following areas: • CAD — TriTech's CAD system is the most robust, feature -rich application of those the Committee reviewed. In addition, TriTech's CAD is expandable (e.g. custom command line; agency- designed on- screen forms; access to CAD messaging, etc.), something no other vendor offered. • RMS — TriTech has recently completely re- written its Records Management System, adding new user tools such as drag- and -drop usage of existing information. Similar to the CAD, their RMS is also customizable (e.g. adding new fields, tabs, etc.) as well as expandable (i.e. allowing agencies to create completely new modules as well as custom report forms, each with its own specific workflow). • Innovation — Of the vendors that responded to the RFP, TriTech was the most innovative. They have a history of incorporating new technologies, whether by developing components in -house or by acquiring best -in -breed software solutions and merging them into their system. The Police Department proposes to enter into an eight -year agreement with TriTech, Inc. beginning November 17, 2015. The agreement includes a base agreement amount of $3,514,438.39 and a $213,000 contingency to be used for unanticipated work at the City's sole discretion, for a total eight -year agreement amount of $3,727,438.39. In addition to this TriTech agreement cost, additional estimated project costs that the City will incur include: System Hardware $200,000 Project Management/Programming Contract $730,000 City IT Costs $TBD 25B -4 Agreement with TriTech Software Systems November 3, 2015 Page 5 Staff will seek City Council approval of equipment purchases, project management, and staffing costs at a future date. This project was intentionally excluded from the analysis performed by Third Wave Corp. due to its status of already being in- progress. However, they were in agreement that an integrated law enforcement software system would benefit the City. This project will result in most of the advantages highlighted by Third Wave as important when evaluating an IT project including: staff time savings; business process improvement; improved productivity and efficiency; enhanced customer service; cost savings; better use of staff time / high value work; accurate reporting; reduced stress and frustration; and improved transparency. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #2, (Broaden communications, information sharing and community awareness of public safety activities), Strategy A (Purchase and implement a new integrated software system for the Police Department to improve productivity and increase efficiencies and transparency). FISCAL IMPACT Funds in the amount of $3,727,438.39 (contract price of $3,514,438.39 and contract contingency in the amount of $213,000.00 will be available as follows): System Software and Implementation: Funds in the amount of $2,128,032.16 are available in the Police Department's Criminal Activity - DOJ contract services account (no. 02614450 66510) for system software and implementation for the following fiscal years: FY 2015 -16 $371,574.87 FY 2016 -17 $1,206,241.77 FY 2017 -18 $550,215.52 Subtotal $2,128,032.16 Support and Maintenance: Funds in the amount of $1,599,406.23 to cover the expenses for support and maintenance for the remainder of the agreement will be budgeted in the Police Department's Information Systems — Contract Services account (no. 01114425 62300) as follows: FY 2017 -18 FY 2018 -19 FY 2019 -20 FY 2020 -21 FY 2021 -22 Subtotal $ 261,135.95 $ 268,970.03 $ 277,039.13 $ 285,350.30 $ 506,910.82 $1,599,406.23 ... _ ..... . Carlos Rojas Chief of Police Santa Ana Police Department Exhibit: Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgt. Services Agency 25B -5 r )))TRITECH SOFTWARE SYSTEMS TriTech Software Systems 9477 Waples Street, Ste, 100 San Diego, CA 92121 Phone. 858.799.7000 Fax: 858.799.7011 www.tritech.com SYSTEM PURCHASE AND SUPPORT AGREEMENT TRITECH SOFTWARE SYSTEMS FOR SANTA ANA POLICE DEPARTMENT Santa Ana Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page I of 104 25B -7 System Purchase and Support Agreement SYSTEM PURCHASE AND SUPPORT AGREEMENT TABLE OF CONTENTS 1.0 INTRODUCTION., 4 ........ - ........................................... - .............. ..................... - 2.0 ADDENDA ............................................................................ ..............................4 3.0 INTENTIONALLY DELETED ................................................ ..............................5 4.0 PRICES AND PAYMENT ...................................................... ..............................5 5.0 SOFTWARE LICENSES ....................................................... ..............................6 6,0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS . ..............................9 7.0 SITE PREPARATION .......................................................... .............................10 8.0 SECURITY INTEREST ........................................................ .............................11 9.0 SERVICES ........................................................................... .............................12 10.0 ACCEPTANCE .................................................................... .............................13 11.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS ........... .............................14 12.0 LIMITED WARRANTIES 16 ..... .. ..... ..... ................................. - ......... . ............ ,....... 13,0 MAINTENANCE AND SOFTWARE SUPPORT .................. .............................18 14.0 SOURCE CODE ESCROW .................................................. .............................21 15.0 DEFAULT AND TERMINATION .......................................... .............................22 16.0 INDEMNIFICATION AND LIMITATION OF LIABILITY ....... .............................23 17.0 INSURANCE ...................................................................... 24 ............................... 18.0 COPYRIGHT & TRADE SECRET INFRINGEMENT.... .................................... 25 19.0 INTENTIONALLY DELETED 26 ............................................. ............................... 20.0 SALES, USE AND PROPERTY TAX., 26 .......... ........ - ................................ ...... 21.0 SEVERABILITY ................................................................... .............................26 22.0 FORCE MAJEURE /EXCUSABLE DELAY..... ........ - .......... - ......... -- ......... --26 23.0 CONSTRUCTION AND HEADINGS .................................... .............................26 24.0 WAIVER ............................................................................... .............................27 25.0 ENTIRE AGREEMENT., 27 .......... .............................. .................................. 26.0 APPLICABLE LAW...... 27 ....... - .................... - .......... ...................... ............ - .... 27.0 ASSIGNMENT ..................................................................... .............................27 28.0 NOTICES ............................................................................. .............................27 29, ORDER OF PRECEDENCE.... 28 ........... ........ ......... ......... ............................. 30.0 GENERAL TERMS .............................................................. .............................28 Santa Ana System Purohnse arid Suppor[ Agreement Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 104 41#1461 ADDENDUMA .......................................................:...................... .............................31 ADDENDUMA- 1 .... .. .......... - .................................................... ................... --- ........ 32 ADDENDUMA- 2 ........................................................................... .............................33 ADDENDUMA- 3 ........................................................................... .............................48 ADDENDUMB .............................................................................. .............................50 ADDENDUMC .............................................................................. .............................51 ADDENDUMD ....... ... ........ - ...... .................................................................. .. ....... .,. ... 52 ADDENDUME .............................................................................. .............................40 ADDENDUMF .............................................................................. .............................54 ADDENDUMG., ........ ............................................. ........ ....... ......... ......... ............ 74 ADDENDUM H .............................................................................. .............................75 Santa Ana System Purchase and SuPPort Agreement Copyright © 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 3 of 104 25B -9 SYSTEM PURCHASE AND SUPPORT AGREEMENT Client: City of Santa Ana Santa Ana Police Department Address: 60 Civic Center Plaza, M -96 City, State, Zip: Santa Ana, CA 92702 Phone, Fax: Phone 714:245.8756 Contact Name: Deputy Chief James Schnabi 1.0 INTRODUCTION 1.1 This Agreement, is made by and between TriTech Software Systems, referred to as "TriTech ", with offices at 9477 Waples Street, Ste, 100, San Diego, California 92121, and the entity named above, referred to as "Client" (who together are referred to as the "Parties" herein), with reference to the following facts: 1.2 This Agreement is for the purchase and support of an integrated Computer System (the "System ") consisting of a Computer -Aided Dispatch System (Inform CAD); Mobile Data System (Inform Mobile); Records Management System (Inform RMS); and Field -Based Reporting system (Inform FBR), including applicable Interfaces, software, equipment and services, and ongoing aunual software support (the "Project ") as more fully described in this Agreement and the Addenda hereto, 1.3 In consideration of the terms, promises, mutual covenants and conditions contained in this Agreement, Client and TriTech agree as follows: 2.0 ADDENDA 2.1 The following documents are attached as Addenda to this Agreement and incorporated by reference as though set forth in full: (a) Addendum A -1 Statement of Work (b) Addendum A -2 Pricing and Payment Milestones (c) Addendum A -3 System Planning Document (d) Addendum B TriTech Master Three Party Source Code Escrow Agreement Santa Ana System Purchase and Support Agreement Copyright n 2015 TriTech Software Systems Unpublished; Rights reserved under tho copyright laws of the United States Page of 104 1J (e) Addendum C M Addendum D (g) Addendum E (h) Addendum F 3.0 INTENTIONALLY DELETED 4.0 PRICES AND PAYMENT Subcontractor Warranty, Support and Maintenance Agreements, if applicable Subcontractor License Agreements, if applicable Software Support Terms TriTech.com Subscription Service License and Use Terms 4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are in U.S. dollars. The total amount of this Agreement shall not exceed $3,514,438.39, unless otherwise mutually agreed to in a change order signed by both parties. The Contract Price for the purchased and /or licensed items hereunder is $2,128,032.16, as more completely specified in Addendum A -2. Client shall pay the Contract Price without deduction or offset on the terms specified in Addendum A -2, pursuant to invoices issued by TriTech which shall be due net forty - five (45) days from date of invoice. The fees for annual software support and maintenance for years 2 through 6 shall be $1,31.1,598.38 (includes annual Source Code Escrow enrollment and specified annual subscription fees) as specified in Addendum E Software Support Terms. Ongoing annual subscription fees for TriTech.com IQ shall be $74,807.85, for years 2 through 6 as specified in Addendum F TriTech.com Subscription Service License and Use Terms. 4.1.1 For cacti payment milestone identified in Addendum A -2, TriTech's Project Manager will provide the Client with a TCR for signature. The Client signed TCR will initiate TriTech's invoicing of the payment milestone. 4,1.2 The Contract Price for the Deliverables and Services defined in Addendum A -2 is based on a firm fixed price, subject to the following adjustments. In the event that Client in its sole discretion chooses to delay implementation of any Deliverable for more than six (6) months beyond the Go Live date set forth in the Project Schedule, and the then current pricing for such Deliverable(s) including applicable Services has increased since the date of execution of this Agreement, such then current pricing will apply. A change order for signature by both parties will be processed to adjust the Contract Price. 4.13 Fees for ongoing annual Software Support will be paid in accordance with Addendum E Software Support Terms. 4.1.4 The annual subscription fee for TriTech,com IQ will be paid in accordance with Addendum F TriTech.com Subscription Service License and Use Terms, 4.2 TriTech reserves the right not to deliver the purchased and /or licensed items, or any part thereof, until credit approval and /or lease approval (if applicable) has occurred, Santa Ana System Purchase acid Support Agreement Copyright (D 2015 TffT clt Software Systoms Unpublrshod: Rights reserved under dio copyright laws of the United States Page 5 of 104 25B -11 4.3 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one -half percent (1 -1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty -five (45) days after their due date until paid. The remittance address for payments only is: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320 -3223 4.3.1 In the event that Client is in arrears on payments due to TriTech of more than sixty (60) days from the due date, TriTech in its sole discretion may elect to stop work on the Project for non - payment until Client becomes current on payments due. In such event the Project Schedule will be adjusted accordingly, and TriTech shall not be considered to be in default for delays caused by Client's non - payment. 4.4 If Client desires to finance the Contract Price or any part thereof, it shall notify TriTech as soon as possible, but no later than the date of contract signing, and shall work diligently to secure said financing so as not to delay Delivery. TriTech shall be under no obligation to deliver any item hereunder until it receives a valid purchase order or firm letter of commitment from such financing company. Should Client finance the Contract Price, TriTech shall not be obligated to refund any deposit until the lease or loan has been funded and TriTech has been paid in full. For purposes of this Agreement, the term "finance" includes but is not limited to leasing. 4.5 If Client desires to purchase any of the items specified in this Agreement via a lease or other financing option, this Agreement shall be incorporated by reference in the lease agreement or financing agreement and the terms and conditions herein shall supersede such agreements or any purchase order, assignment agreement, or other contract of the lessor or lender. Notwithstanding a lease or other financing option, Client shall continue to be fully obligated under this Agreement. 5.0 SOFTWARE LICENSES 5.1 In consideration for, and subject to, the payment of the license fee(s) specified in Addendum A -2 of this Agreement, and the other promises, covenants and conditions herein, Client is granted the following licenses to the Software: 5.1.1 The TriTech Software: A nontransferable, nonexclusive, perpetual right and license to Use the TriTech Software and the Documentation for said Software for Client's own internal use for the applications described in the Statement of Work, at the Designated Location, in the quantity set forth in Addendum A -2, and on the Equipment set forth in Addendum A -2. Client may make additional copies of the TriTech Software as reasonably required for archival, or backup purposes, provided that such copies contain all copyright notices and other proprietary markings contained on the original, and are kept confidential in accordance with Section 11.0 herein. Additional TriTech Software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this Section 5.0. Santa Ann System Purchase and Support Agreement Copyright © 2015 MiTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 6 or 104 25B -12 5.1.1.1 Each copy of the TriTech Software provided under this license that is not identified in Addendum A -2 of this Agreement as a Disaster Recovery license may be used on only one Primary Computer System at any one time. 5.1.1.2 Each copy of the TriTech Software provided under this license and identified in Addendum A -2 of this Agreement as a Disaster Recovery license may be used in a standby mode on only one Disaster Recovery System at any one time as a backup in the event of a failure, malfunction or other out of service condition of its Primary Computer System, In the event its Primary Computer System fails to operate, the Disaster Recovery System and the Designated Application Software identified as a Disaster Recovery license may be enabled to function in its place. When the Primary Computer System returns to its normal operational mode, the Disaster Recovery System and the Designated Application Software identified as a Disaster Recovery license must be returned to its standby mode. 5.1.1.3 Client shall be entitled to have a copy of the TriTech Software residing on the Primary Server(s), and the Archive or Reporting Server. 5.1.1.4 Notwithstanding anything to the contrary in this Section, the TriTech Software is designed to enable Client to develop original applications which interface with the TriTech Software. The development and use of such interfacing applications is specifically permitted under the licenses herein and shall not be deemed derivative works provided that they are not, in fact, derived from the TriTech Software or the ideas, methods of operation, processes, technology or know -how implemented therein. Other than the licenses granted herein, Client shall not acquire any right, title or interest in the TriTech Software by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Likewise, TriTech shall not acquire any right, title or interest in such Client developed non - derived applications, whether as owner, joint owner or otherwise. 5.1.3 TriTech.com IQ Software: The licenses set forth in the TriTech.com IQ License & Use Agreement in Addendum F, if applicable, subject to the terms and conditions contained therein. 5.1.4 Subcontractor Software: The licenses set forth in the License Agreements included in this Agreement in Addendum E, if applicable. 5.1.5 System Software: The licenses set forth in the applicable vendor's license agreements that accompany such software. Third party products providing supplemental software code to the TriTech Software and not subject to separate licensing provisions shall be licensed in accordance with the provisions of this Section 5. 5.2 Each Workstation and Server that is configured to utilize the functionality of any Subsystem Software must have a full -user license under this Agreement, 5.3 Title to all Software provided to Client under this Agreement remains with the Vendor of such Software. The applicable software Vendor retains all rights to its specific Santa Ana System Pn('ehaae and support Agreement Copyright (0 2015 TriTech Softwat Systems Unpubttshod: Rights reserved Under the copyright laws of the United States Page 7 of t04 25B -13 Subsystem Software and the associated Documentation not expressly granted in this Agreement. 5.4 Software (including without limitation Subsystem Software) may not be used to operate a service bureau or time- sharing service, outsourcing service, application service provider service or other services or businesses that provide computer -aided vehicle dispatching to third parties. Notwithstanding the above, Client shall be entitled to Use Subsystem Software at the applicable Designated Location for the purpose of the application(s) described in the Statement of Work for itself and other agencies /entities in the area within Orange County, California, provided that the Subsystem Software is installed and operated at only one physical location. The Software shall not be used for other than the application(s) described in the Statement of Work. 5.5 Client shall not Use, copy, rent, lease, sell, sublicense, create derivative works, or transfer the Software or any Subsystem Software or Documentation, or permit others to do said acts, except as provided in this Agreement or the applicable software license agreement. Any such unauthorized Use shall be void and may result in immediate and automatic termination of the applicable license, at the option of the applicable Vendor. In such event, Client shall not be entitled to a refund of the license fees paid hereunder. 5.6 The Software licenses granted in this Agreement or in connection with it are for Object Code only and do not include a license or any rights to Source Code except as otherwise provided under Section 14,0 (Source Code Escrow). Without limiting the generality of the foregoing, except as provided in Section 14.0, Client is specifically prohibited from accessing, copying, using, modifying, distributing or otherwise exercising any rights to such Source Code, even if such Source Code is loaded on the Equipment. The loading and/or using of Source Code to any Subsystem Software by TriTech or its employees, agents or Subcontractors on the Equipment or any other computer system equipment at the Designated Location or any other location associated with Client shall not constitute a waiver of this provision, or any express or implied license or other permission to copy, use or exercise other rights to the Source Code. 5.7 Client may not export any Software or Documentation outside the United States without further prior written agreement of TriTech or the applicable Subcontractor. In the event of such agreed export, Client agrees to comply with the requirements of the United States Export Administration Act of 1979 and any amendments thereto, and with all relevant regulations of the Office of Export Administration, U,S. Department of Commerce. 5.8 These licenses are effective until surrendered or terminated hereunder or under the terms of the applicable software license agreements. 5.9 Client may surrender any software licenses provided in connection with this Agreement at any time by performing the actions described in paragraph 15.4 of this Agreement, or the applicable software license agreement. Such surrender shall not affect TriTech's right to receive and retain all accrued fees, charges and expenses earned hereunder. 5.10 Provided that the Client has maintained continuous software support and has fully paid the annual software support fees for the Client's licensed TriTech Software when due, and if within seven (7) years from the signature date of this Agreement, in the event TriTech notifies its Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 104 25B -14 client base that TriTech will no longer offer for sale or purchase the TriTech Software products licensed by Client, and further notifies its clients of successor TriTech Software products (e.g. software products based on new technical architecture, with substantially equivalent modules and functions as currently licensed by Client ( "Successor Products "), TriTech agrees to: a. Make available to the Client the Successor Product(s) at no additional license fees. b. License such Successor Products to the Client in accordance with the Software License provisions in this Section 5. C. Client shall be responsible for payment of license fees for new modules or functions for the Successor Products that were not licensed as part of this Agreement. 5.10.1 TriTech agrees that it will not end support for any of the City's licensed TriTech Subsystems implemented under this Agreement for a period of thirty -six (36) months from the date of Final System Acceptance. 5.10.2 TriTech agrees that it will not charge Client fees for implementation services, hardware refresh, third party hardware or third party software licenses associated with implementation of Replacement Products implemented within thirty -six (36) months from the date of Final System Acceptance. 5.10.3 Fees for implementation services, hardware refresh, third party hardware or third party software licenses associated with implementation of Replacement Products implemented following thirty -six (36) months from the date of Final System Acceptance are not included and will be charged at TriTech's or the applicable third party vendor's then current rates. 5,10.4 Sections 5.10.2 and 5.10.3 do not apply to upgrades or Updates for the Client's Licensed TriTech Software that require City provided updates for third party software, or services for hardware refresh. 5.10.5 In the event that the Client notifies TriTech of the Client's intent not to move forward with implementation of the TriTech Replacement Product(s), support will continue to be provided for the Client's Licensed TriTech Software in accordance with Addendum E of this Agreement, until the end of support date stated in TriTech's notice to its client base, TriTech will provide no less than twelve (12) months' notice. 6.0 DELIVERY, INSTALLATION, TITLE AND RISK OF LOSS 6.1 TriTech will Deliver the items purchased and/or licensed hereunder and perform the services pursuant to the Statement of Work, subject to the provisions of the FORCE MAJEURE/EXCUSABLE DELAY section (22.0) of this Agreement, and further subject to delays caused by the actions or omissions of Client, including, but not limited to, delays in approval of the Specifications and /or Acceptance Test Procedures, training, system configuration, DOLE participation and /or Acceptance testing. Unless specifically identified as a TriTech task in the Statement of Work, Installation of Workstations into consoles, furniture or similar work area Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States ` Page 9 of 104 25B -15 components at Client's Designated Location is the responsibility of Client. 6.1.1 TriTech resources are allocated for each project based upon the mutually agreed upon Project Schedule. Client requested changes to the Project Schedule, including but not limited to training dates, or the Go Live date, or additional on -site meetings requested by Client will require TriTech to reallocate resources to accommodate the schedule change. Such changes to the Project Schedule must be mutually agreed upon in writing, and may result in additional fees for reallocation of resources, including applicable travel expenses. 6.2 TriTech will provide the Client with training for the System as specified in the Statement of Work and according to the agreed upon Project Schedule. If the Client is not available for training at the scheduled time, a revised training schedule will be established based upon the mutual agreement of TriTech and the Client. Any delay in performance of this Agreement resulting from such changes to the training schedule shall be deemed to be an Excused Delay under Section 22.0 herein and shall not result in a breach of this Agreement by TriTech. 6.3 Implementation of Live Operations with any Subsystem shall not occur (except for operations necessary to conduct Acceptance Tests pursuant to the Acceptance Test Procedure referred to in Section 10.0) until completion of the applicable Acceptance Test Procedure and Acceptatce of the Subsystem by Client. 6.4 Implementation of the Interfaces and Modifications will be based upon the mutually agreed upon Project Schedule, 6.5 Client shall perform the Client Required Actions described in the Statement of Work in a timely manner. 6.6 Title to all Software provided under this Agreement shall remain with the Vendor thereof, TriTech retains a security interest in the items acquired hereunder as more fully provided in the SECURITY INTEREST section of this Agreement. 6.7 Risk of loss of any Deliverable shall be borne by TriTech until Delivery of the Deliverable to Client. Thereafter, the risk of loss shall be borne by Client. 6.8 Client shall pay all freight charges associated with Delivery of the System (including initial delivery to TriTech (or, if applicable, Subcontractor) facilities and final Delivery to the applicable Designated Location). If such charges are included as a line item in the Contract Price (Addendum A -2), they shall be paid according to the payment terms in Addendum A -2. Otherwise, they shall be paid on receipt of TriTech's invoice for such charges. 7.0 SITE PREPARATION 7.1 Client agrees to provide, at its own expense, those required facilities and equipment specified in Addendum A -3 (the System Planning Document), or in the applicable Documentation or otherwise specified by TriTech in writing, to meet the hardware /software configuration requirements and the requirements for proper electrical power quality and other computer facility Santa Ana System Purchase and Support Agreement Copyright °02015 TriTech Soawue Systema Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 104 25B -16 resources. Client shall also provide and maintain during the term of this Agreement, a high speed data connection (as more fully defined in the System Planning Document), a separate data quality telephone modem line and a dedicated voice line (in each case as specified by TriTech) for maintenance and software support purposes in each physical area where a Server or interface equipment is located. Such facilities and equipment shall be in place and operational prior to Delivery of the items purchased and /or licensed under this Agreement. 7.2 TriTech shall assist Client in meeting its obligations under this section by providing the necessary guidelines and specifications for site preparation. 8.0 SECURITY INTEREST 8.1 TriTech retains and Client hereby grants to TriTech a purchase money security interest in the Software licenses, Equipment, and other items acquired hereunder and in all accessions to, replacement of, and proceeds from said items, as security for the payment of the Contract Price. As used in this paragraph, "proceeds" include whatever is receivable or received when proceeds or collateral is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, including return premiums, with respect to any insurance related thereto. (Nothing herein shall be deemed to grant or constitute a right to Client to transfer any Software licensed hereunder to any third party.) Client shall, at TriTech's request, sign a financing statement and such other documents as TriTech reasonably requires to perfect its security interest. Such security interest shall be released upon full payment of the Contract Price. 8.2 Until full payment of the Contract Price is made, Client shall maintain the items purchased/licensed under this Agreement i,a good, order and repair at Client's expense, except as otherwise provided under the warranty provisions of this Agreement or any applicable third party warranty, and shall use such items in a manner that will not subject them to waste or deterioration. 8.3 Client shall not, without the prior written consent of TriTech, sell, lease, encumber or otherwise dispose of the items purchased under this Agreement until TriTech's security interest hereunder has been released. (Nothing in the foregoing shah be deemed to grant or imply any license or other right to Client to sell, lend, rent, lease or otherwise transfer the TriTech Software or TriTech.com Software to a third party.) 8.4 Should Client (i) fail to pay any amount specified in this Agreement when it becomes due, (ii) fail to perform any provision of this Agreement to be performed by it, (iii) make an assignment for the benefit of creditors, (iv) suffer the appointment of a receiver for any substantial part of its assets, (v) institute any proceedings for dissolution or full or partial liquidation, or (vi) commence proceedings in bankruptcy for liquidation or reorganization, Client shall be in default of this Agreement Linder Division 9 of the Uniform Commercial Code, and TriTech shall have the rights and remedies afforded a secured party by the chapter of "Default" of Division 9 of the Uniform Commercial Code then in effect, subject to paragraph 15.1 herein. In conjunction with the above -named chapter, but not by way of limitation, TriTech may: 8.4.1 Require Client to disassemble the Equipment, other hardware, and permanently Santa Ana System Purchase and Support Agreement Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 1 I of iO4 25B -17 remove the Software from Client's computers or other storage media or locations and make all such items available to TriTech at Client's premises or such other location as is mutually agreed by the parties. 8.4.2 Render said Software unusable, 8.4.3 Apply the proceeds received from the sale or other disposition of the equipment or software acquired hereunder, in addition to the items specified in Division 9 of the Uniform Commercial Code, against payment of reasonable attorneys' fees and legal expenses incurred by TriTech as a result of Client's default. 9.0 SERVICES 9.1 TriTech and /or its Subcontractors will provide those services specified in the Statement of Work, which is attached hereto and incorporated herein by reference. Any services desired by Client in addition to those specified in this Agreement or the Statement of Work will be subject to the availability and scheduling of TriTech (or Subcontractor) personnel and to TriTech's (or the Subcontractor's) then - current rates, plus expenses. Prior to performing any of the aforementioned additional services, TriTech will provide a written quotation detailing the associated price to be paid for such services. 9.2 The work to be performed shall include the furnishing of all labor,'rnaterials, Equipment, drawings, engineering and services specified in this Agreement or Statement of Work. (Nothing herein shall be construed as providing Source Code to any Software except as provided in Section 14.0 of this Agreement. (Source Code Escrow), 93 TriTech shall appoint a competent TriTech Project Manager to act as its representative and single point of contact, and to monitor its employees and Subcontractors in the Delivery and Installation of the Subsystems provided under this Agreement. TriTech's Project Manager will coordinate and meet with the Client Project Manager as may be reasonably required to discuss any operational issues or the status of the Project. TriTech shall not change TriTech Project Managers without Client's prior written approval, which approval shall not be unreasonably withheld or delayed In the event of unforeseen circumstances such as, but not limited to, termination, illness, or death, TriTech may appoint a replacement TriTech Project Manager of equivalent skill level, and shall notify Client with as much written notice as is reasonably possible. Santa Ana System Purchase and Support Agreement Copyright © 2015 7 6`Pech Software Systems Unpiblishod: Rtghds reserved under the copyright laws of the United States Page 12 of 104 25B -18 9.4 Travel costs incurred by TriTech in connection with services rendered under this Agreement shall be paid by Client, payable upon receipt of TriTech's invoice for such costs, Travel costs submitted for reimbursement will be reasonable, actual costs in accordance with TriTech's travel policy, a copy of which has been provided to the Client. 10.0 ACCEPTANCE 10.1 General. Testing of the System and Subsystems shall occur throughout the Project life cycle as further defined in the Statement of Work (SOW). Client shall not suspend testing when problems are experienced and restart Acceptance testing when the problems are corrected unless the problems prevent continuing with Acceptance testing. If Acceptance testing must be suspended pending corrective action, Client shall promptly advise TriTech by the fastest available means. 10.2 Once the Pre -Go Live tests are complete in accordance with the process set forth and defined in the SOW, the Parties will mutually agree that the Subsystems are ready for Go Live. Such agreement will be documented in the Go Live authorization letter. 10.3 Final Subsystem Acceptance — Inform CAD Inform RMS. Inform FBR and Inform Mobile Subsystems Each group of related Subsystems (Inform CAD, Inform Mobile and related interfaces are grouped together, and Inform RMS, Inform FBR and related interfaces are grouped together) shall be assessed separately during the Reliability Acceptance Test period. In the event that these two groups of Subsystems do not Go Live concurrently, they shall go through the Reliability Acceptance Test at different times, in accordance with the criteria set forth by this Agreement. Upon Go Live of each Subsystem or group of related Subsystems, the Client shall utilize the Subsystem(s) for a thirty (30) day Reliability Acceptance Test period to verify system reliability in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in the Agreement) are reported during such thirty (30) day period, the Subsystem(s) shall be deemed to have passed the Reliability Acceptance Test. In the event that a Critical Priority or Urgent Priority Software Error occurs during the Reliability Acceptance Test period, TriTech shall commence actions in accordance with the Software Support Agreement to correct the reported error. 10.3.1 In the event that a Critical Priority Software Error occurs between day one (1) and day thirty (30) of the Reliability Acceptance Test Period, the Reliability Acceptance Test Period will be stopped and restarted at day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. 10.3.2 In the event that an Urgent Priority Software Error occurs between day one (1) and day fifteen (15), the Reliability Acceptance Test Period will be stopped and restarted from day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. If the Software Error occurs between day sixteen (16) and day thirty (30), the Reliability Acceptance Test Period will be stopped and restated from clay sixteen (16) once the resolution has been provided in accordance with the Software Support Agreement, Santa Ana System Purchase and Support Agreement Copytight © 2015 TriTech Software Systems Unpublished: Rights reserved tinder the copyright laws of the United States Page 13 of t04 25B -19 10.33 If the Subsystems do not pass after three (3) restarts or resumptions due to an unresolved Critical or Urgent Priority software error, the City and'rriTech will develop a joint resolution plan, 10.4 Final System Acceptance. If all Subsystems Go Live together, Final System Acceptance shall occur at the conclusion of the thirty (30) day Reliability Acceptance Test Period defined above. Should the Subsystems be implemented in a two - phased approach with Inform CAD, Inform Mobile and related Interfaces in Phase I; and Inform RMS, Inform FBR and related Interfaces in Phase I1, Final System Acceptance will be achieved at the conclusion of the thirty (30) day Subsystem Reliability Acceptance test period for Phase 11 (Inform RMS, Inform FBR, and related Interfaces) if there are no unresolved Critical Priority or Urgent Priority software errors, including transfer of data between Inform CAD and Inform Mobile, and Inform RMS and Inform FBR as defined in the Software Support Agreement. In the event of Critical or Urgent Priority software error, the steps in sections 10.3.1 through 10.3.2 will be followed. 11.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 11.1 The copyright to the Software and Documentation (including without limitation the Subsystem Software and Documentation) is owned by the Vendor thereof. Said software and documentation is licensed, not sold. Nothing in this Agreement shall be construed as conveying title in the Software or Documentation to Client. 11.2 Provided that Client's confidential business information and confidential data is marked with the legend "CONFIDENTIAL INFORMATION ", "PROPRIETARY INFORMATION ", or a substantially similar legend, or characterized verbally in such a manner by Client, TriTech agrees to maintain Client's confidential business information and confidential data, including patient identifying data, to which TriTech gains access in confidence and to not disclose such information except as required to perform hereunder or as required by law. Notwithstanding the above, the applicable Vendor shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas, methods, know -how, and copyrightable expression learned or acquired as a result of or in connection with this Agreement to make modifications and enhancements to Software or Documentation. Client shall acquire no intellectual property ownership rights to Software or Documentation as a result of such use, whether as author, joint author, or otherwise. 1.1.2.1 TriTech maintains a security program for managing access to client data — particularly HIPAA and CJIS information ( "Security Approved Personnel "). This includes 1) a pre - employment background check; 2) security training required by Federal CJIS regulations; and 3) criminal background checks /fingerprints required by Federal or State regulations. TriTech will provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). The same security program shall be applied to any TriTech personnel who will access non - public areas at Client's facility, 11.2.1.1 If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff's job assignment. If the Client requires fingerprints submitted in a form Santa Arm System Plll'ehase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights roserved under the copyright laws of the United States Page l4 of 104 25B -20 other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client's site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable TriTech office location. This provision will apply during the installation of the Project and for the duration of the Client's Software Support Agreement, 11.3 Client understands and agrees that the Software and Documentation (including without limitation Subsystem Software and Documentation) including, but not limited to, the Source Code, Object Code, the OSDs, IRDs and ATPs, the Statement of Work, the software design, structure and organization, software screens, the user interface and the engineering know - how implemented in the software (collectively "Vendor Proprietary Information ") constitute the valuable properties and trade secrets of the Vendor thereof, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to the vendor a competitive advantage. 11.3.1 The material presented in TriTech's training courses represents the confidential and proprietary information of TriTech, not intended for public disclosure or disclosure to third parties, unless required by law. Clients may videotape training sessions provided on -site at the Client's facilities by TriTech staff for the Client's own internal use only; provided, however, that TriTech or TriTech staff may decline such videotaping in their sole discretion. In the case that the TriTech staff member declines to be videotaped, TriTech will make best commercial efforts to provide comparable training materials. The Client is responsible for managing access to and copying of any TriTech provided training materials or Client -made videotapes of TriTech training sessions. 11.4 Client agrees during the term of this license, and thereafter, to hold the Vendor Proprietary Information, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for Client's exercise of the license rights granted hereunder. 11.4.1 Without limiting the generality of the foregoing, except as provided in Section 14.0 (Source Code Escrow), in the event Source Code is loaded on the Equipment, or other computer system equipment at any Designated Location or any other location in connection with TriTech's performance under this Agreement, or for any other purpose, Client shall keep such Source Code strictly confidential and shall not, without the written authorization of TriTech (and, if applicable, the concerned Subcontractor), access, use, copy, modify, distribute, disclose or otherwise exercise or permit the exercise of any rights to such Source Code by any person, including but not limited to Client's employees, agents or contractors, This provision is intended by the parties to prohibit, among other things, Client access to Source Code by any person and for any reason unless expressly authorized by Section 14,0 (Sauce Code Escrow) herein. 11.5 Client shall not attempt or authorize others to attempt to learn the trade secrets, technology, ideas, processes, methods of operation, know -how and/or confidential information contained in the Software by duplication, decompilation, disassembly, other forms of reverse engineering, or other methods now known or later developed. Santa Ann System Purchase and Support Agreement Copyright @ 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright laws or the United States Page 15 of 104 25B -21 11.6 Client shall inform TriTech promptly in writing of any actual or suspected unauthorized Use, copying, or disclosure of the Vendor Proprietary Information. 11.7 Client acknowledges that the information contained in Addenda to this Agreement which is marked with the legend "PROPRIETARY DATA" is likewise Vendor Proprietary Information which may not be copied, disclosed, distributed or otherwise disseminated to third parties without the written authorization of TriTocb or the concerned Subcontractor. Client shall comply with said legend in all respects and shall promptly inform TriTech of any unauthorized disclosure of such information, 11.8 If any Vendor Proprietary Information is subject to any Federal or State statutes(s) providing for public access or disclosure of public records, documents or other material, Client shall (i) provide to TriTech (and, if applicable the concerned Subcontractor) written notice of any request or other action by a third party under said statute(s) for release, access, or other disclosure thereof, and (ii) provide to TriTech (and, if applicable the concerned Subcontractor) a reasonable opportunity to respond to and/or oppose such action in the appropriate forum.. 11.9 The obligations specified tinder the CONFIDENTIALITY AND PROPRIETARY RIGHTS section of this Agreement shall survive the termination or rescission of this Agreement. 12.0 LIMITED WARRANTIES 12.1 The TriTech Software. TriTech warrants that, during the Warranty Period, the TriTech Software will perform in substantial conformity with the Specifications. If, during the Warranty Period, Client determines that a warranty defect exists in the TriTech Software, Client shall notify TriTech during Normal TriTech Customer Service Hours (7:30 a.m. to 7:30 p.m., CST, Monday through Friday, excluding TriTech holidays). 'TriTech shall, at its option, correct the defect, or replace the TriTech Software. 12.1.2 TriTech further warrants and represents that the TriTech Software does not contain any "back door ", "time bomb ", "Trojan horse ", "worm ", "drop dead device" or other program routine or hardware device inserted and intended by TriTech to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the TriTech Software. (Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of paragraph 12.1.3.5, below, shall constitute the agreement of the parties with respect to viruses.) Client's sole remedy with respect to the foregoing warranty shall be to receive an Update to the TriTech Software that does not contain any of the above- described routines or devices. 12.1.3 If the TriTech Software is unable to function as warranted due to any one or more of the following factors, additional charges may be imposed by TriTech for actions necessary to correct or work - around such factors: 12.1.3.1 Modification of the TriTech Software, System Software or Equipment by Client or a third party. Santa Ana _ System Purchase and Support Agreement Copyright 0 2015 TriToch Software Systems Unpublished: Rights reserved under tho copyright taws of the United Status Page 16 of 104 25B -22 12.1.3.2 Misuse or neglect, including without limitation failure to use the TriTech Software as described in the Documentation, or other instructions provided by TriTech. 12.1.3.3 Software not provided by TriTech, not specified as compatible in the Documentation, or Client not following the procedures for loading third party software on a Workstation or Server as set forth in paragraph 13.6 of this Agreement and further defined in the System Planning Document (Addendum A -3 hereto). 12.1.3.4 Equipment which does not meet the configuration requirements specified in the Documentation, by failure of Client to provide and maintain the site and facility requirements described in Section 7.0 herein, or the use of "clones" (generic "look - alike" equipment) as substitutes for the Equipment listed in Addendum A -2. 12.1.3,5 Computer viruses that have not been introduced into Client's system by TriTech. Client shall maintain up to date virus checking software and shall check all software received from TriTech or any other parson or entity for viruses before introducing that software into any part of the System including, but not limited to, Workstations or Servers. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTecb, Software, and will, at its expense, reload said software (but not Client's data) on Client's Equipment. Client shall be responsible for reloading its data and, to that end, shall practice reasonable back -up procedures for the System to mitigate the consequences of any virus. 12.1.3.6 Equipment or software provided by third parties with which the TriTech Software interfaces or operates (including but not limited to system software), including but not limited to problems caused by changes in such equipment or software, If such changes occur which require modifications or other actions with respect to the TriTech Software, such modifications or actions shall (unless identified in the Addendum A -2 as a line item in this Agreement) be subject to the mutual written agreement of the parties, including but not limited to, additional charges by TriTech at its then current rates for engineering and technical support. 12.1.3.7 After the Warranty Period, TriTech's obligations with respect to operation of the items purchased and/or licensed hereunder shall be as specified in the MAINTENANCE AND SOFTWARE SUPPORT section of this Agreement. 12.1.3.8 If mapping information is supplied with the TriTech Software., TriTech makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the TriTech Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Client or the mapping database vendor to TriTech. 12.2 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Agreement. Client's use Santa Ana System Purchase nod Support Agreement Copyright p 20 t5 TriTech Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 17 of 104 25B -23 of services provided by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. 12.3 Client is responsible for maintaining the required certifications for access to Client's state CIIS system(s), NCIC and /or other local state, federal and /or other applicable systems. 12.4 The TriTech.com IO Software. Any warranties for TriTech.com IQ Software, and related services and documentation, are provided pursuant to Section IX in Addendum F. 12.5 Pquipment, System Software and Subcontractor Hardware and Software and any other items provided under this Agreement and not manufactured by TriTech (collectively "Third Party Items "). Third Party Items are warranted by the manufacturers or Vendors thereof, not by TriTech. TriTech shall pass through to Client any warranties on Third Party Items granted to it. If, during the warranty period for Third Party Items Client determines that they do not perform as warranted, Client shall contact TriTech using the procedures described in the Software Support Agreement. TriTech shall perform IIelp Desk functions by receiving calls and providing reasonable assistance to Client in determining the causes of the reported problem and in assisting Client in making claims under applicable third party warranties. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Third Party Item that needs to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non- proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid Clio Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O /S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the foregoing, TriTech warrants that, during the Warranty Period for the TriTech Software, the TriTech Software shall be compatible with the Third Patty Items (i,e, shall communicate, share data and otherwise work together without additional software or hardware not provided under this Agreement) provided that all Subsystem components are used and maintained by Client as specified or instructed by TriTech, or the respective Vendors thereof, provided further that such items have not been changed since the Delivery thereof such that the TriTech Software is no longer compatible without modification. 12.6 TRITECH MAKES AND CLIENT RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 13.0 MAINTENANCE AND SOFTWARE SUPPORT 13.1 The TriTech Software. Annual Software Support shall begin coincident with first Subsystem Acceptance for the applicable Subsystems and Interfaces as defined in Section 10.3, and end twelve (12) months thereafter, under the terms of the Software Support Agreement to be Santa Ana System Purchase and Support Agreement Copyright O' 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States page 18 of 104 25B -24 entered into between the Client and TrJech coincident with this Agreement. On or before expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Agreement for signature and payment of the then - current Software Support fees. TriTech reserves the right to change the terms and conditions for Software Support at the time of renewal by written notice to Client. The rendering by TriTech of Software Support for the coming year shall be subject to Client executing the Software Support Renewal Agreement and paying the applicable Software Support fee(s). 13.1.1 If Client fails to keep an annual Software Support Agreement for the TriTech Software in effect, any later resumption of annual Software Support services by TriTech shall be subject to payment by Client of all past unpaid annual Software Support fees in addition to the Software Support fee for the current support year. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's customer base and fairly shared by all TriTech Software users. 13.1.2 Notwithstanding anything to the contrary herein, Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current production version thereof made available to Client. If Client does not implement the most current production version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twelve (12) months thereafter. 13.1.3 Unless listed as a tine item in Addendum A -2, TriTech Software Support shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Equipment, System Software or Subcontractor Hardware or Software ( "Third Party Changes'). Any such services shall be subject to additional charges by TriTech and the mutual written agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be under no obligation, express or implied, with respect to Third Party Changes or modifications to the TriTech Software resulting therefrom. 13.2 TriTech.cotn IO Software: Maintenance and support for TriTech IQ Software licensed hereunder shall be subject to and provided in accordance with the Subscription Service License & Use Agreement in Addendum F. 13.3 System Software: Maintenance and support for System Software sold or licensed hereunder shall be subject to and provided in accordance with any maintenance agreements between Client and the supplier thereof, or other third party maintenance providers. If Client determines that an item of System Software provided under this Agreement does not perform as provided in the applicable specifications, Client may, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in the Software Support Agreement. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. For issues involving Windows CIS software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the OIS, TriTech will work with Microsoft to coordinate the Santa An System Purchaso and Support Agreement Copyright 0 2015 Trfrwh Software Systoms Unpublished; Rights reserved under the copyright laws of the United States Page 19 oC 104 25B -25 resolution. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder, other than as stated above. Client is responsible for maintaining licensing, including updates for System Software, 13.44 Subcontractor Hardware and Software, The initial twelve (12) month maintenance and support period for those Vendors identified in Addendum A -2 will be provided to Client by the respective vendors as Subcontractors to TriTech. Client shall contact TriTech in accordance with the procedures in the Software Support Agreement to report any errors or defects detected with respect to such items. TriTech shall assist Client in determining the nature of the problem, and will contact the appropriate Vendor for resolution. TriTech will follow -up with the Vendor, and maintain contact with both the Vendor and Client to coordinate problem resolution within a commercially reasonable tithe. Support and maintenance will be provided, in accordance with the respective Vendor's support and maintenance agreements, attached hereto at Addendum C. At the conclusion of such initial annual maintenance and support period, annual maintenance and support shall be subject to and provided in accordance with any maintenance agreements between Client and the respective Vendors. TriTech shall not be a party to such maintenance and support agreements. Thereafter, provided that Client maintains in force an annual TriTech Software Support Agreement, Client may contact TriTech in accordance with the Software Support Agreement, and TriTech shall provide Help Desk services to Client with respect to the reported. problem. 7,3.5 EJui ment: Maintenance and support for all other Equipment sold hereunder is not included under this Agreement, However, since proper computer equipment maintenance is required for proper system operation, Client agrees to acquire and keep in force computer and peripheral equipment maintenance agreements for the equipment used to operate the TriTech Software or to provide such maintenance in -house with qualified personnel. If Client determines that an item of Equipment provided under this Agreement does not perform as provided in the applicable specifications, Client may, provided that a current Software Support Agreement with TriTech is in force, contact TriTech using the procedures described in the Software Support Agreement, TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem. Notwithstanding the above, TriTech is not and shalt not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 13.6 If, at any time after installation of the System, Client desires to load on a Workstation or Server any software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in the Software Support Agreement for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, Santa Ann System Purchase and Support Agreement Copyright © 2015 TriTech Softwwe Systems Unpublished: Rights reserved under the Copyright laws of the United States Page 20 of 104 25B -26 or any other itern provided by TriTech under this Agreement, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 14.0 SOURCE CODE ESCROW 14.1 TriTech Software. Subject to payment of the applicable escrow fees by Client and Client's execution of the applicable escrow documents, TriTech shall, on or before the occurrence of Go Live for the TriTech Software (less Interfaces and Modifications), enroll Client as a Preferred Beneficiary of the applicable TriTech Source Code escrow account with Iron Mountain Intellectual Property Management (the "Escrow Agent "). A copy of TriTech's Master Preferred Escrow Agreement with Iron Mountain is attached at Addendum B. The location of the escrow shall be Iron Mountain's storage facilities in Norcross, GA. Client shall pay all escrow fees and expenses associated with the Escrow, including but not limited to first year fees (which are included as a line item in the Contract Price), renewal year fees, and fees for additional services, if any, selected by Client. Each month, TriTech shall deposit in Escrow updated Source Code containing (1) all Updates to the TriTech Software released during the preceding month and (ii) any TriTech Software Modification and/or Interfaces released for live operations during the preceding month. Source Code Escrow shall be kept in effect until (i) Client gives TriTech written notice of termination of the escrow, (ii) the escrow is canceled by the Escrow Agent due to non- payment of escrow charges by Client, or (iii) this Agreement is terminated, Source Code released under the terms of the Source Code Escrow Agreement shall be deemed part of the TriTech Software hereunder, subject to the terms and conditions of this Agreement, including but not limited to the license terms in Section 5.0, except as modified below. 14.1.2 Source Code shall be released to Client only upon the occurrence of and only during the duration of one of the following conditions: 14.1.2.1 TriTech's persistent and uncured failure to carry out or provide for the carrying out of material warranty obligations imposed upon it pursuant to this Agreement or any Software Support Agreement between the parties with respect to the TriTech Software, which failure persists for a period of 30 days after written notice from Client to TriTech asserting such failure and the intention to demand a release of Source Code from escrow; or 14.1.2.2 TdTech's failure to continue to do business in the ordinary course without providing an alternate source of warranty or Software Support by a ready, willing and able assignee; or 14,1.2.3 TriTech is subject to voluntary or involuntary bankruptcy proceedings under title 11 of the United States Code. 14.1.3 The escrowed Source Code and other material released to Client hereunder shall be subject to all of the terms and conditions of this Agreement, including without limitation the Confidentiality provisions herein, except as specifically modified in this paragraph. Without limiting the generality of the foregoing, the Source Code shall, except for periods of actual use, be kept in a secure, locked container and /or a secure protected computer file with access limited only Santa Ana System PnrohaSe and Support Agreement Copyright p 2015 TriTech software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 21 or 104 25B -27 to those with a need to know for purposes of software maintenance. Any person or entity granted access shall be required to agree in writing to comply with this paragraph. TriTech shall, upon request, be provided with a copy of such agreement(s). 14.1.4 Provided that a release of Source Code is rightfully made hereunder, Client is granted a license to copy and Use the Source Code for the sole purpose of software maintenance, For purposes of these Source Code Escrow provisions, the term "software maintenance" means correction of software errors and preparation of software modifications and enhancements. ff Client creates new and original computer code not derived from the TriTech Software or the ideas, processes, methods of operation, technology or know -how implemented therein, in the process of software maintenance, the intellectual property rights (including copyright, patent and trade secret) in and to that specific new and original code shall be owned by Client. However, if Client's enhancements or other modifications result in the creation of a derivative work from the TriTech Software, or a work based upon the ideas, processes, methods of operation, technology or know - how implemented therein, the intellectual property rights (including copyright, patent and trade secret) in and to such work shall be owned by TriTech and Client's rights to use such work shall be limited to those granted with respect to the TriTech Software in this Agreement. No rights to distribute Source Code or derivative works therefrom are granted hereunder. 14.2 TriTech.com IO Software. Source Code Escrow is not available for TriTech.com IQ Software, 143 Subcontractor Source Code Escrow. If Client desires to enter into Source Code escrow agreements for the Subcontractor Software provided hereunder, such agreements shall be entered into directly between Client and the licensors thereof. TriTech shall not be a party to such Subcontractor Source Code escrow agreements. 15.0 DEFAULT AND TERMINATION 15,1 TriTech may terminate this Agreement and the TriTech Software licenses granted herein at any time if (i) Client fails to comply with any material term or condition of this Agreement unless (a) in the case of failure to pay monies clue to TriTech, Client cures such failure within thirty (30) clays after written notice of such failure by TriTech or (b) in other cases, Client cures such failure(s) within forty -five (45) days of such notice or in the case of failures not reasonably susceptible to cure within forty -five (45) days, Client commences action to cure such failure within such period and continues such action with duo diligence until the failure is cured, or (ii) Client's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination. Such termination shall not affect TriTech's right to receive and retain the all accrued fees, charges and expenses earned hereunder up to the date of such termination, Santa Ana System Purchase and Support Agreement Copyright ® 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 22 of 104 25B -28 15.1.1 In the event of termination in accordance with paragraph 15.1 above, TriTech's subcontractors providing software licenses hereunder may also terminate such licenses granted to Client with respect to this Agreement, 15.2 Client may terminate this Agreement if (i) TriTech (or a Subcontractor) fails to comply with any material term or condition of this Agreement unless (a) TriTech (or the applicable Subcontractor) cures such failure within forty -five (45) days after written notice thereof from Client or (b) in the case of failures not reasonably susceptible to cure within forty -five (45) days, TriTech (or the applicable Subcontractor) commences action to cure such failure within such period and continues such action with due diligence until the failure is cured, or (ii) TriTech's normal business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination and no successor or assignee is appointed who is ready, willing and able to assume and perform TriTech's executory obligations under this Agreement. 15.3 Termination Without Cause. In the event that Client desires to terminate this Agreement without cause, Client shall provide thirty (30) days prior written notice to TriTech. In such event TriTech shall be paid for all fees and expenses earned tinder this Agreement up to the date of such termination. Any resumption of the Project shall be subject to negotiation of a new Agreement. 15.4 Upon termination, Client shall permanently remove and destroy all copies of the Software from its computer system, media, or other locations, destroy all copies of the Documentation and associated materials and certify to TriTech in writing that Client has performed said actions and has not retained or permitted others to retain any such copies whether on a computer system or Server, hard copy or CD -ROM, magnetic or other media, backup or archival copies, or otherwise. Client shall perform these same procedures for removal and destruction of System Software and Subcontractor Software, and the associated Documentation, and so notify TriTech. 16.0 INDEMNIFICATION AND LIMITATION OF LIABILITX' 16.1 TriTech shall indemnify, defend, save, and hold Client harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of TriTech, its employees, agents, contractors, or any subcontractor as a result of TATech's or any subcontractor's performance pursuant to this Agreement; however, TriTech shall not be required to indemnify Client for any claims or actions caused to the extent of the negligence or wrongful act of Client, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Client, or its employees, agents or contractors, TriTech's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 16.2 Notwithstanding the foregoing, the total liability of TriTech for any claim, or damage arising from or otherwise related to this Agreement, whether in contract, tort, by way of Sanln Ana System Purchase and Support Agreement Copyright 0 2015 TriTech Software Systems Unpublished; Rights reserved mnder the copyright laws of the Unhod States Page 23 of 104 25B -29 indemnification or under statute shall be limited to direct damages which shall not exceed (i) the Contract Price or (it) in the case of bodily injury, personal injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier, the coverage limits of such insurance. 16.3 Except for actions for copyright, trade secret, or trademark infringement, no arbitration, action or proceeding arising out of any claimed breach of this Agreement or transaction may be brought by either party more than four (4) years after the cause of action has accrued, 16.4 Client shall indemnify and hold TriTech harmless from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising from a wrongful or negligent act, error or omission of Client's or, its employees, agents, contractors, or any subcontractor's as a result of the use or misuse of the TriTech Software; however, Client shall not be required to indemnify TriTech for any claims or actions caused to the extent of the negligence or wrongful act of TriTech, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of TriTech, or its employees, agents, contractors, or subcontractors, Client's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 16.5 IN NO EVENT SHALL EITHER PARTY OR ITS SUBCONTRACTORS OR SUPPLIERS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 17.0 INSURANCE 17.1 Beginning at the start of TriTech's performance under this Agreement, and ending when TriTech is no longer providing to Client annual Software Support, TriTech shall maintain in force policies of insurance as follows: 17.1.1. Commercial General Liability Insurance. TriTech shall maintain commercial general liability insurance naming Client, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of TriTech's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence, with $3,000,000 in the aggregate which can be reflected by way of umbrella coverage, Such insurance shall (a) name Client, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be, primary and not contributory with respect to insurance or self- insurance programs maintained by Client; and (c) contain standard Seats, Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpubtlshed: Rights reserved under the copyright laws of the United States Page 24 of 104 25B -30 separation of insured's provisions, 17.1.2. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 17.1.3. Worker's Compensation Insurance. In accordance with California state law, TriTech is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, TriTech agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 17.2 Upon execution of this Agreement, TriTech shall cause Client to be added as an additional insured to the above- described General Liability and business automobile policies, 18.0 COPYRIGHT c& TRADE SECRET INFRINGEMENT 18.1 TriTech will at its expense defend against any claim, action or proceeding by a third party ( "Action" herein) for infringement by the TriTech Software of copyright or trade secrets, provided that Client immediately notifies TriTech in writing of such Action and cooperates fully with TriTech and its legal counsel in the defense thereof. TriTech may in its discretion (i) contest, (ii) settle, (iii) procure for Client the right to continue using the TriTech Software, or (iv) modify or replace the TriTech Software so that it no longer infringes (as long as the functionality and performance described in the Specifications substantially remains following such modification or replacement.) Client may participate in the defense of such Action at its own expense. If TriTech concludes in its sole judgment that none of the foregoing options are commercially reasonable, and Client's use of the TriTecb. Software is permanently enjoined as a result of a judgment of a court of competent jurisdiction in such Action, then TriTech will return to Client the TriTech Software license fee(s) paid by Client under this Agreement less a prorated portion of said fee(s) for Client's use of the TriTech Software (calculated by multiplying the ratio of the number of months of actual Use in Live Operations to thirty -six (36) months times the license fees paid) and the licenses granted in this Agreement shall terminate, In addition, in the event such Action results in a money judgment against Client which does not arise, wholly or in part, from the actions or omissions of Client, its officers, directors, employees, contractors, agents, or elected officials, or a third party, TriTecb will, subject to Section 16.0 herein, indemnify Client therefrom. 18.2 Notwithstanding the above, TriTech shall have no duty under this section 18,0 with respect to, and Client shall hold TriTech harmless from and against any claim, action or proceeding arising from or related to infringements (i) by System, Software, Subcontractor IIardware or Software, or Equipment, (ii) arising out of modifications to the TriTech Software and /or Documentation not made by or under the direction of TriTech, (iii) resulting from use of the TriTech Software to practice any method or process which does not occur wholly within the TriTech Software, or (iv) resulting from modifications to the TriTech Software or Documentation prepared pursuant to specifications or other material furnished by or on behalf of Client. This section 18.0 states the entire obligation of TriTech regarding infringement of intellectual property rights, and it will survive the termination of this Agreement. Santa Aua System Purchase and Support Agreement. Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 25 of 104 25B -31 19.0 INTENTIONALLY DELETED 20.0 SALES, USE AND PROPERTY TAX 20.1 Unless exempt from such taxes, Client shall be solely responsible for payment or reimbursement to TriTech of all sales, use, value added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Client or TriTech. If exempt, Client shall provide to TriTech written evidence of such exemption. Client shall also pay any personal property taxes levied by government agencies based upon Client's use or possession of the items acquired or licensed in this Agreement. 21.0 SEVERABILITY 21.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. 22.0 FORCE MAJEURE/EXCUSABLE DELAY 22.1 Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in Delivery or performance as a result of war, acts of terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond its reasonable control), the actions or omissions of the other party or its officers, directors, employees, agents, contractors or elected officials and /or other similar occurrences beyond the party's reasonable control ( "Excusable Delay" herein). In the event of any such Excusable Delay, Delivery or performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay. The party affected by an Excusable Delay hereunder, shall provide written notice to the other party of such delay as soon as reasonably possible. 23.0 CONSTRUCTION AND HEADINGS 23.1 The division of this Agreement into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished, Fights reserved Linder the copyright taws of the UniPed States Page 26 of 104 25B -32 24.0 WAIVER 24.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions not the right of either party to enforce each and every provision. 24.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented, Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 25.0 ENTIRE AGREEMENT 25.1 This Agreement and its Addenda or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. This Agreement may be modified or amended, by change order or otherwise, only by a written agreement duly executed by both parties, 26.0 APPLICABLE LAW 26.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of laws provisions. 27.0 ASSIGNMENT 27.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Client without the prior written consent of TriTech, which consent will not be unreasonably withheld. For purposes of this Agreement, it is agreed, but not by way of limitation, that TriTech's withholding of consent is not unreasonable if the proposed assignee is a person, company or other entity which competes with TriTech directly or indirectly, whether itself or through a parent, subsidiary, or entity which is owned or controlled by a competitor of TriTech. Further, TriTech may require the proposed assignee to execute and agree to be bound by this Agreement. TriTech may assign this Agreement to an entity ready, willing and able to perform TriTech's executoty obligations hereunder, upon the express written assumption of the obligations hereunder by the assignee. 28.0 NOTICES 28.1 All notices required to be given under this Agreement shall be made in writing by (i) first -class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e -mail followed immediately by first -class snail, or (iv) by personal Santa Ann System Purchase and Support Agreement Copyright (D 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 27 or 104 delivery, to the address set forth herein, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) day after overnight delivery thereof. To Client: City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza — M -69 Santa Ana, CA 92702 Attn: James Schnabl, Deputy Chief Courtesy Copies to: City Attorney City of Santa Ana 20 Civic Center Plaza, M29 Santa Ana, CA 92702 29. ORDER OF PRECEDENCE To TriTech: TriTech Software Systems 9477 Waples Street, Suite 100 San Diego, CA 92121 Attn: Contracts Phone: 858.799.7000 Pax: 859.799.7011 City Clerk City Of Santa Ana 20 Civic Center Plaza, M30 Santa Ana, CA 92702 29.1 The following documents shall comprise the Agreement between the parties concerning the subject matter of this Agreement, and in the event of arty dispute arising from or related to this Agreement, shall have the following order of precedence: A. Amendments to this Agreement B. This Agreement C. Statement of Work D. The applicable Client approved Specifications (Operational Scenario Documents; Functional Description Documents; Interface Configuration Documents) E. TriTech's response dated January 29, 2013 to the City's Request for Proposals #13 -071. 30.0 GENERAL TERMS 30.1 This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this Agreement by either party except as provided in the ASSIGNMENT section of this Agreement. 30.2 This Agreement shall not become a binding contract until signed by an authorized officer of each party, and it is effective as of the date so signed. 30.3 This Agreement maybe executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof. Santa Ana System Purchase and Support Agreement Copyright CcJ 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 28 of 104 � 7.l 30.4 The provisions contained herein shall not be construed in favor of or against either party because that party or its counsel drafted this Agreement, but shall be construed as if all parties prepared this Agreement. 30.5 Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders. 30.6 A facsimile of this Agreement, its exhibits and amendments, and notices and documents prepared under this Agreement, generated by a facsimile machine (as well as a photocopy thereof) shall be treated as an original. 303. This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. 30.8 EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY PURCHASE ORDER, CONFIRMATION OR OTHER WRITING SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES. CITY OF SANTA ANA Accepted By (Signature) David Cavazos Printed Name City Manager Title Date ATTEST: MARIA HUIZAR Clerk of the Council TRITECH SOFTWARE SYSTEMS Accepted By (Signature) Blake Clark Printed Nan Chief Financial Officer Date Santa Ana Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 29 of 104 25B -35 System Purchase and Support Agreement APPROVED AS TO FORM: SONIA R. CARVALIIO City Attorney By: � Ia , i J 11., Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police Santa Ana System Purchase and Support Agreement Copyright G 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 30 of 104 25B -36 ADDENDUM A PROPRIETARY INFORMATIONI SUMMARY OF CONTENTS Addendum No. DescriptiOtl A-1 Statement of Work, with attached Subcontractor Statements of Work which are incorporated herein by reference A -2 Number of TriTech Software Licenses, Installation and Shipping Instructions A -3 Interfaces A -4 TriTech Services, Support and Maintenance Pees, and Miscellaneous A -5 Equipment A -6 System Software A -% Subcontractor Software, Hardware and Services, if applicable A -8 Payment Terms A -9 Contract Price Summary A -10 System Planning Document I THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRI,TECII SOFTWARE SYSTEMS. THE INFORMATION CONTAINED HEREIN SHALL NOT DE COPIED OR DISCLOSED TO TIIIRD PARTIES OR USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF TIDS AGREEMENT WITHOUT THE WRITTEN CONSENT OF AN OFFICER OF TRFITCH SOFTWARE SYSTEMS. Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright Laws of the United States Page 31 of 104 25B -37 ADDENDUM A -1 PROPRTIITARY INFORMATION' STATEMENT OF WORK (Attached) I THESE ADDENDA CONTAIN TRADE SECRET AND OTHER PROPRIETARY INFORMATION OF TRITE,CPI SOFTWARE SYSTEMS. SUBJECT TO SECTION 11,8,1'IIE INFORIVIATION CONTAINED HEREIN SHALL NOT BE COPIRD OR DISCLOSED TO THIRD PARTIES OR USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE OF THIS AGREEMENT WITHOUTTHE WRITTEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS. Santa Ann Syslem Purchase and Support Agreement Copyright 0 2015 TrMoh Software Systems Unpublished: Rights reserved trader the copyright Laws of the United States Page 32 of 104 25B -38 TriTech Statement of Work TrlTerh Software Systems 9477 Waples Street, Suite 100 San Diego, CA 92121 Fax: 868.799,1010 Technical Services: 1.888.VISI,CAD (847.4223) )))TRITECH SOFTWARE SYSTEMS 25B -39 P2003-2O I 5 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States, Some information in this docrment is proprietary and confidential and owned by TriTech Software SystemsTM, and are marked as such The confidential sections of this document may not be reproduced or transmitted in any form or by any means, electronic or mechanical, for any propose, without the express written permission of TriTech Software Systems. Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. Inform CAD, Inform Mobile, Inform CAD Browser, Inform RMS, TrJach.com IQ, TrlTech.com Analytics, Inform FBR, and Inform CAD GISLink are trademarks of TriTech Software Systems, AroGIS, ArcMap and AroCatalog are registered trademarks of Environmental Systems Research Institute (ESRI) in the United States and other countries. Date Version] ..M__. e® Details/Changes ... ' ."".. " °..__...___.._........ -.. Author 630.15 110 hntial Version Cindy Belcher 830.15 2.0 SAPD Review Santa Ana PD 9.16.15 3.0 SAPD /TriTech Review Santa Ana PD 10.16.15 4.0 Final Version— SAPD /TriTech Review TriTech 10.19.15 55 Add CrossRoads Crash Importer Interface TriTech 10.22.15 6.0 Removed MNI Data Conversion from RNIS Section TriTech 10.23.15 7.0 Update formatting, Crash Importer Interface, and add description of CopLogie Interface TriTech 25B -40 25B -41 DocumentControl ..................................................................................... ............................... li 'fable of Contents ........................................................................................ .............................iv 1 o vorview ...............---.....,.........................,......,,...,...,........................., ........,.............,,....,.1 1.1 Statement of Work ........................................................................................................... ..............................1 1.2 Project Implementation Definitions ................................................................................. ..............................1 1.3 General TriTech Responsibilities ... ................................................................................................... ........... I L.4 General Client Responsibilities ........................................................................................ ..............................2 1.5 Project Exclusions.,, ........ .............................. .................................................... ............ ............................ 3 2 Project Deliverables .... ............................... ..................................... .... ..... .... ... -- .......... ,., 4 2.1 Overview of Project Deliverables .................................................................................... ..............................4 2.1.1 Standard TriTech Software Deliverables ................................................................ ..............................4 2.1.2 Contracted Modifications to Standard TriTech Software Products ......................... ..............................4 2.1.3 Contracted Custom Interface Software ................................................................... ..............................5 3 TriTech Project Roles and Responsibility— ............... ....... — ......... ................... .......... 5 3.1 Overview ......................................................................................................................... ..............................5 3.2 TriTech Project Manager ................................................................................................. ..............................5 3,3 Systems Engineer........................................................................................................... ..............................6 3.4 Inform CAD Business Analyst ........................................................................................ ..............................6 3,5 Inform Mobile Business Analyst., .................................... ........ ................................... .............................. .6 3.6 GIS Analyst .................................................................................................................... ..............................7 3.7 Inform RMS/Inform FBR Business Analyst .................................................................... ..............................7 3,8 Training Specialist .......................................................................................................... ..............................7 3.9 Client Installation Services Team .................................................................................... ..............................7 3.10 Technical Services Group ................................................................................................ ..............................7 3.11 Account Executive— ........................................................................................................ ..............................8 4 Recommended Client Roles and Responsibilities., . .... ............... ---- ................ ...... 9 4.1 Overview.,, ................................................... ........................................ ....................................................... 9 4.2 Client Project Manager ................................................................................................... ..............................9 4.3 Cl ient System Administrator ........................... ................. .......................................... .. ............................. 10 4.4 Client Inform CAD Administrator .... ..................... .... .... ........... ................... ..................... .................. ... .... 10 4.5 Client Inform Mob [to Administrator ............. .................................................................. .............................10 4.6 Client Inform RMS Administrator .................................................................................. .............................11 4.7 Client Inform PER Administrator .... ......... ......................................... ........................................................ .11 4.8 Client CIS Analyst ......................................................................................................... .............................11 4.9 ClientUsers/ Supervisors ..............................................................................................— .............................12 4.1.0 Subject Matter Experts .................................................................................................... .............................12 4.11 Application Trainers ...................................................................................................... .............................12 5 Project Controlling Processes ............................................................ .............................13 5.1 Overview ....................................................................................................................... .............................13 5,2 Task Completion Reports ....................................................................................._........ .............................13 5.2.1 TriTech Responsibilities ......................................................................................... .............................14 5.2.2 Client Responsibilities ........................................................................................... .............................14 5.3 Change Management Process ......................................................................................... .............................LS 5.3.1 TriTech Responsibilities . ................. .................................................. .— ....... ....................................... 15 5.3.2 Client Responsibilities ............................................................................................ .............................15 5.4 Project Reporting ............................................................................................................ .............................16 5.4.1 TriTech Responsibilities ........................................................................................ .............................16 5.4.2 Client Responsibilities ............................................................................................ .............................16 5.5 Document Roview ......................... ....................................... ........................ ..................... ...... .................... 17 5.5.1 Documents Subject to Client Approval ............................................................... .............................17 25B -42 5.5.2 Doouments Subject to Client Review not Requiring Approval .............................. .............................17 5.53 TriTeehResponsibilities ......................................................................................... .............................17 55.4 Client Responsibilities ............................................................................................ .............................17 Project Initiation and Planning ............................................................. ............................'@8 6.1 Overview ........................................................................................................................ .............................18 6.1.1 TriTech Responsibilities ........................................................................................ .............................18 6.1.2 Client Responsibilities ............................................................................................ .............................18 6.2 Project Kick Off .............................................................................................................. .............................19 6.2.1 TriTech Responsibilities,., ................................................................. ................................................. 19 6.2.2 Client Responsibilities ............................................................................................ .............................19 6.2.3 Completion Criteria ................................................................................................ .............................19 ProjectExecution ............................................................................... .............................20 7.1 Overview ....................................................................................................................... .............................20 7.2 System Installation (Inform CAD, Inform Mobile, Inform RMS, Inform FBR and Interfaces) ..................20 7.2.1 Review Hardware Specifications ............................................................................ .............................20 CompletionCriteria ................................................................................................................ .............................21 7.2.2 Hardware Acquisition ............................................................................................. .............................21 7.2.3 Hardware Configuration ......................................................................................... .............................21 7.2.4 TriTech Responsibilities ........................................................................................ .............................21 CompletionCritoria ................................................................................................................ .............................22 7.2.5 TriTech Software Installation ............................................................................... .............................22 CompletionCriteria ................................................................................................................ .............................24 7.3 Implementation of Inform CAD .................................................................................... .............................24 7.3.1 Inform CAD System Orientation ............................................................................ .............................24 CompletionCriteria ........... ................................... — ........... ....... . ....................... ..,................................. .............. 26 7.3.2 Inform CAD Base System Code File Entry ............................................................ .............................26 CompletionCriteria ................................................................................................................ .............................27 7.3.3 Geographical Information Services ........................................................................ .............................27 CompletionCriteria .... . ...... . ............. .......... . .... ...... ...................... .. ..................... — ... ,.,... ................................ .,....28 7.3.4 Inform Mobile Map Data Import ............................................................................ .............................28 CompletionCriteria ................................................................................................................ .............................29 7.3.5 Infonn CAD Demonstration Df Licensed Functionality (DOLF) .......................... .............................29 CompletionCriteria ............................................................................................................... .........................:...31 7.3.6 Inform CAD :Functional Acceptance Testing (FAT) .............................................. .............................31 CompletionCriteria ............ .................................................... ..... ............ ........... .... ................................... .......... 32 7.3.7 Inform CAD Legacy Data Conversion ................................................................... ..... .......................33 CompletionCriteria ................................................................................................................ .............................34 7.3.8 Inform CAD Training ............................................................................................. .............................34 7.4 Implementatiou of Inform Mobile ........................................„....,,.....................,............ .............................37 7.4.1 lnform Mobile System Orientation......................................................................... .............................37 CompletionCriteria ................................................................................................................ .............................38 7.4.2 Inform Mobile Configuration ................................................................................ .............................38 7.4.3 Inform Mobile Functional Acceptance Testing (FAT) .......................................... .............................38 7.4.4 Inform Mobile Training ........................................................ ............................... 7.5 Integration Testing of Inform CAD, Mobile and Interfaces ........................................... .............................40 7.6 Implementation of Inform RMS ..................................................................................... .............................40 7.6.1 Inform RMS System Orientation..,.,... .................................................................. .............................40 CompletionCriteria ................................................................................................................ .............................42 7.6.2 Inform RMS Base System Code File Entry ............................................................ .............................42 7.6.3 Inform RMS Demonstration of Licensed Functionality (DOLF) ........................... .............................43 CompletionCriteria ................................................................................................................. ............................44• 7.6.4 Inform RMS Workshop( s) ...................................................................................... .............................44 7.6.5 Inform RMS Functional Acceptance Testing ( FAT) ........................................... .............................45 CompletionCriteria ................................................................................................................ .............................45 7.6.6 Inform RMS Data Conversion ................................................................................ .............................46 25B -43 CompletionCriteria; ................................. .................................................................... .................... ................ 48 7.6.7 Inform RMS Training ............................................................................................ .............................48 7.7 Implementation of Inform FBR ...................................................................................... .............................50 7.7.1 Inform FBR System Orientation ............................................................................ .............................50 7.7.2 Inform FBR Administration Training .................................................................... .............................51 7.73 Inform FBR System Configuration ........................................................................ .............................52 7.7.4 Inform FBR Workshop ........................................................................................... .............................52 7.7.5 Inform FBR Functional Acceptance Testing ( FAT) ............................................... .............................53 Completion Criteria. ......... ...... .... ........................... ...................................................... ............ ............. ............ 54� 7.7.6 Inform FBR Training .............................................................................................. .............................54 7.8 Inform RMS and Inform FBR Integration Testing ......................................................... .............................55 7.8.L TriTech Responsibilities ......................................................................................... .............................56 7.8.2 Client Responsibilities ............................................................................................ .............................56 T9 Implementation of TriTech.com IQ and Analytics ......................................................... .............................56 7.9.1 Historical Data Import and Synchronization ........................................................... .............................56 7.9.2 TriTech.com IQ and Analytics Administration Training ( Remote) ........................ .............................57 7.9.3 TriTech.com IQ Core End User Training (Remote) ............................................... .............................57 7.9.4 TriTech.com IQ Analytics End User Dashboard Training (Remote) ..................... .............................58 7.9.5 TriTech.com Analytics End User Report Training ( Remote) ................................. .............................59 7.10 Implementation of System Interfaces .........................................................:................... .............................60 7.10.1 Inform Standard Interfaces' Requirement Gathering and Configuration ................ .............................60 7.10.2 Custom Interfaces' Requirement Gathering and Configuration ............................. .............................61 7.10.3 Interface Functional Acceptance Testing ( FAT) .................................................... .............................63 210.4 Mock Go Live... ..... ................... .................................. .................... ........... ..................................... 64 7.10.5 TriTech Responsibilities: ........................................................................................ .............................64 710.6 Client Responsibilities: ........................................................................................................................ 65 CompletionCriteria :.............................................................................................................. .............................65 7.11 System and Subsystem Go Live ..................................................................................... .............................65 7.11.1 Inform CAD, Mobile, and Inform CAD Interfaces Go Live .................................. .............................65 CompletionCriteria ................................................................................................................ .............................66 7.11 .2 Inform RMS and Inform FBR and Interfaces Go Live... ............ ..................................... ................ _66 8 Project Closure-, ....... ......... ____ .... ........ __ ... ___ ............ ... _68 8.1 System Transition.., ................................................................................................... ....................... _68 9 Appendix A- Required inform CAD DOLF Code File build............... .............................69 10 Appendix B - Contracted Modifications to Standard TrlTech Software Products ........75 11 Appendix C -Standard TriTech Interfaces ......................................... .............................76 CADNCIC State Message Server ............................................................................................. .............................77 12 Appendix R - Custom TriTech Interfaces ........................................... .............................78 13 Appendix F - ACCEPTANCE TEST PLAN ........................................... .............................80 13.1 System Acceptance Process ............................................................................................ .............................80 _ 13.1.1 Functional Acceptance Testing ............................................................................... .............................80 13.1.2 Integration Testing .................................................................................................. .............................80 13.1..3 Pre -Go Live Performance Testing Under Load,, ................................................................. __ .. ......... 81 13.1.4 Reliability Acceptance Testing, Subsystem and System Acceptance ..................... .............................87 14 Appendix G — Functional description documents ............................. .............................88 25B -44 25B -45 25B -46 W�f `4. In accordance with the terms and conditions of the System Purchase Agreement (Agreement) between TriTech Software Systems (TriTech) and the Santa Ana Police Department (Client), this Statement of Work (SOW) defines the primary activities and responsibilities for the implementation of the integrated solution. It documents project implementation requirements, identifies each major task within the implementation process, sets expectations for each party and identifies the criteria by which each task will be considered complete. The SOW herein is tailored to accommodate the Client's specific requirements. The number and type of software licenses, products, or services provided by TriTech or its Subcontractors are specifically listed in the Purchase Agreement and any reference within this document as well as Subcontractors' SOWs (if applicable) does not imply or convey a software, license, or services that are not explicitly listed in the Purchase Agreement. Unless otherwise defined herein, capitalized terms within this document have the meanings described in Addendum H of the Purchase Agreement and where applicable Software Support Agreement. In some cases, the framework of Deliverables documented by this SOW for this Project is farther defined through additional documents such as: Operational Scenario Documents (OSD); Interface Requirements Documents (IRD); User and Administrator Docrunentation and Training Materials. The following terms are used in this document. Since these terms may be used differently in other Agreement files, these definitions are provided for clarity: • Project Management Plan: Collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. • Initial Project Schedule; The initial schedule located in Addendum G provides start and end dates for the overall project as well as preliminary tasks. 13 General TriTech Responsibilities _ In addition to the TriTech responsibilities stated elsewhere in this SOW, TriTech is responsible fore 1) Maintaining project communication with the Client's Project Manager. 2) Managing the efforts of the TriTech staff and coordinating TriTech's activities with the Client's Project Manager. 3) Conducting monthly onsite status meetings with the Client's Project Manager (which may be waived by the Client's Project Manager, at his /her discretion). 4) Conducting weekly project review meetings with the Client's Project Manager via telephone conference calls (i.e., Monday morning). S) Responding to issues raised by the Client's Project Manager within ten (10) business days. Issues requiring additional time will include an estimated completion date in the response. 6) Preparing and submitting monthly status reports, which include: the accomplishments of the previous period, ,planned activities, and an updated project schedule in Microsoft Project. 7) Preparing and submitting project change orders to the Client's Project Manager as necessary. 25B -47 8) Ensuring TriTech personnel have sufficient time (per the project schedule), resources, and expertise to carry out their respective tasks and responsibilities. 1.4 General Clem Responsibilities In addition to the Client responsibilities stated elsewhere in this SOW, the Client is responsible for: 1) Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities) required for this project, including necessary maintenance. 2) Cabling (e.g., power, network, interface and other electrical and data transmission lines) required for this project, including necessary maintenance. 3) Notwork /communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice /data, connections) in accordance with System Planning Document, or ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. 4) Configuration and /or programming of network routers, switches and bridges — this includes providing information to TriTech staff on any firewalls within the overall network that the system will operate and necessary port access for the system to operate. 5) The installation, configuration, and post- installatiou maintenance (including patch management and upgrades) of Microsoft software required by the System. 6) The initial infrastructure staging and preparation including: installation of servers into racks, provisioning of virtual machines, and the cormection of such servers to network switches. 7) The assignment of machine names and 11? addresses for servers to be utilized by the System. This includes joining the servers to the network and the assignment of security accounts as specified by TriTech documentation. 9) Any hardware and third party software or services necessary for implementing the System that is not listed in the Purchase Agreement as a TriTech Deliverable (not listed as a line item in the Price and Payment section of the Purchase Agreement). This includes workstations, server hardware, network equipment, telephone or TDD equipment, performance test software, Microsoft licenses, Disaster Recovery Software, and services required to extract legacy data and convert into acceptable data formats. 8) Third Party Systems that the Client operates and which will be interfaced with as a part of this project. The Client is responsible for maintaining and supporting these systems in good working order. The Client is responsible for providing Application Programming Interface (API) documentation to these systems within thirty (30) days of a written request from TriTech. 9) Consoles, furniture or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Agreement (into existing consoles, furniture, vehicles or existing facilities). 10) Ensuring that Client personnel have sufficient time (per the project schedule), resources, and expertise to carry out their respective tasks and responsibilities and have a consistent representation in the Project activities. 11) Reviewing and (upon agreeing to the content) approving any Functional Acceptance Tests (FAT) documents, OSDs, IRDs, Task Completion Reports (TCR) and/or other project documentation within the timelines defined in the Agreement. 12) Providing a facility with the required computer and audio- visual equipment for training. r 13) Completion of acceptance testing for the TriTech solution, per Appendix F of the SOW. 10) The Client is responsible for providing remote connectivity to TriTech's security - authorized personnel for the purpose of installation, configuration, testing, and troubleshooting of TriTech's applications at the Client site. TriTech's approved remote connectivity methods are described in the System Planning Document. 14) Providing remote access to server and network equipment on a 240 basis, with pre - authorization for off -hours (subject to background provisions in the Agreement). 15) Connecting and configuring any third party hardware not purchased in the Agreement. 1.5 project Exclusions 1) Work, software, services, hardware, Systems, Subsystems, product /software modifications, or any other deliverables not explicitly stated in the Agreement will not be included in the Project. 2) Any modification to TriTech's standard products or customizations to such products that are not explicitly identified in the Agreement (excluding those identified in TriTech's response to the City's RFP) are excluded from the scope of this Project. 3) Changes in scope will only be executed through a mutually agreed upon change order process, as defined in the Agreement. 4) TriTech is not responsible for the deficiencies in a Client's internal or contracted network to support some of the extended features of Inform Mobile and Inform Field Based Reporting products due to bandwidth or limitations in wireless coverage. 5) TriTech is not responsible for the removal of the old (legacy) equipment, hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Agreement. 25B -49 .1 Overview of Project Defiverables _ This Project will provide a combination of TriTech software, third party products, and services that comprise the System for use by the Client. The individual Subsystems to be provided comprise the overall System. The Agreement specifies the software licenses included in this Project by the quantity and environment in which licensed, including the following: 1) Inform CAD 2) Inform Mobile 3) Inform RMS 4) Inform FBR (WebRMS) 5) TriTech.com IQ Search subscription 6) TriTech.com Analytics subscription 7) Inform CAD Browser 8) System Interfaces as listed in the Appendices to this SOW The only reference for the number and type of software licenses is the Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Agreement. 2.1.1 Standard'I'dTech Software Doliverabies The functionality provided by Standard TriTech Software Products, including Interfaces (the core TriTech Software and Interfaces without any Modifications) is defined by TriTech Standard Documentation (User and Administration Guides for Inform CAD, Inform Mobile, Inform CAD Browser, Inform RMS, TriTeclucom IQ, TriTech.com Analytics, and other Standard Software products. Standard Interface Requirement Documents (IRD) define the functionality of the Standard Interfaces. These documents are standard, published TriTech documents, and are not specific to a Client. 2.1.2 Contracted Modifications to Standard TriTech Software Products Modifications to the functionality of Standard TriTech Software within the System, or Subsystems, shall follow the Change Management Process as described in Section 5.3, Change Management Process. The scope of the Modification will be described in an OSD. Release of all Modifications to TriTech's Standard Interfaces will follow Subsystem release cycles (i.e., Inform CAD, Inform RMS, and the like) which occur during the implementation period. Modifications to Standard TriTech Software that are to be delivered through this Project are listed in the Agreement. The functional scope of any modification procured through the Agreement will be summarized in Appendix B - Contracted Modifications to Standard TriTech Software Products for Inform CAD, Inform Mobile, Inform RMS, Inform FBR and other major TriTech Subsystems; and under Appendix C - Standard TriTech Interfaces, for modifications to Standard Interfaces, Any and all modifications or enhancements that are not explicitly listed in the Agreement are not within the scope of this Project. In the event of an inconsistency between this SOW and the'TriTech response to the Client's RFP regarding modifications provided under the Agreement; the TriTech response to the Client's RFP will take precedence. 25B -50 TriTech Project Roles and Responsibility Any changes in the requirements documented in the OSDs, post approval, are subject to formal Change Order, Note: Modifications to any of Stan dard TriTech Software will only tie released with a subsequent major version of the applicable subsystem (i,e,'Inform CAD, Inform Mobile, Inforim RMS, eVa In£orrn FBR and the like) based upon; the relnde and dependency to these Products (Any modifications in the Agreement, including those proposed by TriTech in response to'the Clienf's RFP shall occur within the project ithplementation limefratne; ": unless otherwise agreed upon by the parties in writineJ. Note: Software versioning is the process of assigning either unique version names or unique version numbers to unique states of computer software while a service pack or patch is a piece of software designed to fix problems with, or update a computer program or its supporting data. This includes fixing security vulnerabilities and other bugs. 2.13 Contracted Custom Interface Software Custom Interfaces to be created by TriTech are identified in the Agreement. A high level description of the intended functionality and scope is attached as part of Appendix D - Custom TriTech Interfaces to this SOW. The high level description of custom Interfaces procured through the Agreement will be initially defined by an FDD. The detailed functionality of these interfaces will be further defined later in an OSD, which will be developed and delivered to the Client dining the project. Changes in client- approved OSDs are subject to formal Change Orders. 31 Overview TriTech will appoint a team of specialized personnel that will implement the Project under the direction of _ TriTech's Project Manager, The team will be multi - disciplinary and the team members may specialize in different products or Subsystems. Team members may be engaged in different phases of the Project as necessary and in some cases are involved in the Project for a limited tioaeframe, Any personnel changes by TriTech must be approved in advance by the Client. Such agreement will not be, unreasonably withheld. The descriptions of personnel roles noted below provide an overview of typical Project team members. Other personnel may be involved under the direction of the TriTech Project Manager in order to complete the requirements of the Project. 3.2 TriTech Project Manager TriTech has appointed a TriTech Project Manager as the principal TriTech contact who will be responsible for managing TriTech's responsibilities related to the implementation of the Project, as described in this SOW and within the scope of the Purchase Agreement. The Project Manager is also responsible for managing TriTech's subcontractors. Each of TriTech's Subcontractors may appoint a Project Manager to manage their portion of the Project Deliverables and activities. However, the TriTech Project Manager will have the overall responsibility for coordinating all activities and supervising the progress of each Subcontractor, The TriTech Project Manager will manage all communications between the Client and each of TriTech's Subcontractors. TriTech's Project 25B -51 Manager is responsible for Project scheduling and management of TriTech Project personnel and subcontractor /supplier resources. The Project Manager utilizes a standardized methodology for project implementation, project management, and risk identification and management. TriTech's Project Manager is responsible for Project scheduling and management of TriTech Project personnel and applicable Subcontractor /supplier resources, budget management, identification and management of Project risks, and communication with the Client's Project team. The TriTech Project Manager will be responsible for the collaborative coordination of Client resources in an effort to ensure that avoidable Project delays will be minimized. The Project Manager is involved in the Project beginning with the SOW development and continuing through post Go Live Project closure activities, The Project Manager will be an active participant in many of the milestone events through the course of the Project including System Orientation, DOLF, and Go Live. The Project Manager will organize a weekly Project status call with the Client and necessary Project team members. Additionally, the Project Manager will provide the Client with a written Project status report on a monthly basis, as further defined in this SOW. M The Systems Engineer is responsible for two primary functions, within the scope of the Project: 1) configuration of Standard TriTech Interfaces ( including configuration documentation); and 2) development of software requirements documentation for Custom Interfaces. The Systems Engineer will additionally participate in testing of each of these Subsystems. In some cases, Development Engineers may perform the role of the Systems Engineer for specialized interfaces, particularly for Inform RMS interfaces (the Client will be notified of such substitutions in advance). 3.4 Inform CAC Business AnMyst The Inform CAD Business Analyst is responsible for the configuration of the CAD based on the Client's system requirements, business rules, configuration data, demonstration of functionality, acceptance testing, and technical support throughout the Project. The Business Analyst will provide consultation services to the Client with regard to the configuration and operation of CAD. The Inform CAD Business Analyst is also responsible for conducting the CAD System Orientation, Demonstration of Licensed Functionality (DOLF), performing TriTech's role in FAT and providing consulting support throughout the Project. After the completion of the DOLF session, ownership for continued Code File configuration and maintenance transfers to the Client. At this stage, the Business Analyst will serve as a consultant for the Client's further configuration of the Client's CAD system until the Client's System is in live operation. These activities are described in later sections of this SOW. The Business Analyst will be an active participant in many of the milestone events through the course of the Project and will participate in Project status calls, as needed. 3.5 Inform Mobile Business Analyst The Inform Mobile Business Analyst is responsible for the configuration of the Inform Mobile based on the Client's system requirements and the dispatch and field users' operations. The Inform Mobile Business Analyst will provide consultation services to the Client with regard to the configuration and operation of Inform Mobile. The Inform Mobile Business Analyst is also responsible for conducting the Inform Mobile System Orientation, performing TriTech's role during FAT, delivery of Train the Trainer and Inform Mobile Administration Class, as well as providing consulting support throughout the Project implementation life cycle. 25B -52 TriTech Project Roles and Res ons9bilityt As part of the implementation team, TriTech utilizes a GIS Analyst that specializes in geographical information technology, The GIS Analyst is responsible for: 1) Performing an analysis and preparing a report regarding the Client's GIS source data including street centerline data, routability, and response area polygon data based on TriToch specified requirements for Inform CAD, Inform Mobile, Inform FBR, and Inform RMS; 2) Consultation services regarding converting the GIS source data for use in Inform CAD, Inform Mobile, Inform FBR, and Inform RMS; 3) providing training for applicable TriTech GIS tools; and 4) preparing the one -time GIS data import for Inform CAD and Inform Mobile, These GIS activities are intended to provide information that will allow the Client to optimize the accuracy and quality of Client GIS data during Project implementation. Inform RMS and Inform Field Based Reporting (FBR) Business Analyst(s) participate in various activities throughout the implementation of each of these Subsystems. They are primarily responsible for conducting the System Orientation with the Client to observe and evaluate the Client's current business practices and make recommendations for improving efficiency and areas that need to be reviewed. They also conduct the Demonstration of Licensed Functionality (DOLF) or Administration Training, performing TriTech's role during FAT and providing consulting support throughout the Project implementation lifecycle, After the completion of the DOLF session, ownership for continued Code File configuration and maintenance transfers to the Client. At this stage, the Business Analyst will serve as a consultant for the Client's further configuration of the Client's system until the Client's System is in live operation. These activities are described in later sections of this SOW. The Business Analyst will be an active participant in many of the milestone events through the course of the Project and will participate in Project status calls, as needed, Training for TriTech applications is provided by TriTech Training Specialists. Training staff for other products and functions will vary by the type of product and training proposed, This process is described in greater detail in the training sections of this document, related to each of these products. TriTech's Client Installation Services (CIS) team is responsible for installation and integration of TriTech Software onto the system hardware, operating system and database systems identified for this Project. This team works olosely with the Client's staff to coordinate IP and network addressing, security accounts, network connections, and remote access to the System. This process is described in greater detail in Section 7.2, System Installation of the SOW. Customer service functions and technical support for the Client's System during the Project is coordinated by the TriTech Project Manager. After Go Live, TriTech's Technical Services Group is responsible for providing on -going support for the Client's System as defined in the Agreement and the Software Support Agreement, 25B -53 111 Account Executive The Account Executive is an important resource to the Client throughout the life of their System. The Account Executive will be the primary contact and liaison for non - technical support issues, system changes and billing questions. They provide support for general customer service requests, manage requests for new software and services, and provide assistance with planning technology upgrades post System Go Live. Having the Account Executive participate as a key Project member. provides an enhanced level of continuity for the Client as they continue their relationship with TriTech. 25B -54 Recommended Client Roles and Responsibilities EN Implementation of the Subsystems in a manner that meets the Client's operational needs requires collaboration with the Client's team. In general, the Client's Project team should include staff experienced in the operation and administration of the Client's current public safety technology systems as applicable to the scope of this project. Such teams may include representatives from dispatch, records, and field units. These "subject matter experts" may need to be engaged through the course of the Project from initiation until live operations, and may be involved in the support and maintenance of the System and Subsystems after Go Live. These recommendations do not speak to specific positions. Rather, this information defines general responsibilities and estimated time commitments The Client may elect to create individual positions, combine responsibilities, and /or assign responsibilities within their current organizational structure. The Client needs to periodically assess its staffing needs based on changes in the Client's operational use of this technology. Tho descriptions of personnel roles noted below provide an overview of typical project team members and activities, but do not define any specific project role or responsibility associated with this the Project. Other personnel rrray be involved under the direction of the Client's Project Manager in order to complete the requirements of the Project. To the extent possible, the Client project team should remain consistent throughout the Project. Often, there is overlap with these core responsibilities - therefore, the team can generally be kept to a small group, dependent upon the complexity of the system being implemented and the number of Subsystems. In addition, it is recommended that the Client, early within the implementation process, identify those persons that will be responsible for the ongoing maintenance of the Client's System to include the technical and business processes. The application Administrators (Inform CAD, Inform Mobile, Inform RMS, and FBR), as well as the System Administrator, are very key to the success of the Project. It is paramount that the Client develops this learn during the implementation process so that the Client successfully achieves a degree of self- reliance with the understanding of each of the Systems in addition to the generalized technical responsibilities. = The Client's Project Manager is the principal Client contact who will manage a team of Client Project personnel. The Client's Project Manager manages and coordinates Client's resources responsible for completing assigned Project tasks and activities. Activities include facilitating Project Schedules and meetings, approval and processing of invoices, review and approval of Task Completion Reports ( "TCRs "), Project management plans, applicable configuration sheets, OSDs and IRDs, approval of the Project documentation, acceptance testing, and management of the Client's staff. Additionally the Client's Project Manager is responsible for coordinating the efforts, activities, and cormnunications between TriTech and third party vendors that are not Trf tech Subcontractors, as well as any deliverables from these vendors to the Project, 25B -55 4.3 Client System Administrator The Client's System Administrator is the individual primarily responsible for managing the technical back - end of the System including Windows, SQL Server, network, hardware, data back -ups and log management. This individual is the primary technical point of contact representing the Client. As identified in the Agreement and the Software Support Agreement, following the initial system installation, administration, and support for hardware (including the software operating system) and network components are the responsibility of the Client. The Client needs to plan for support and maintenance through the development of Client resources, other departments within the Client's organization, or by contracting for such services. The Client should establish procedures for managing warranty service of hardware. Activities for this position include 1) Management of Microsoft Windows Operating System including patches and service packs; 2) Management of Microsoft SQL Server including patches and service packs; 3) Implementation of software prerequisites (in accordance with TriTech Documentation) on computers as needed for current operations and System upgrades; 4) Monitoring, management and maintenance of the Client's network including LANs, WANs, wireless networks, security accounts and support connectivity (in accordance with TriTech Documentation); and 5) Hardware maintenance and t-oubleshooting; file and data back -ups and software and error log management. Time commitment will vary with the number of computers on the system, the complexity of the network (including the use of a WAN) and the number of personnel to be managed in network access. If the System LAN is connected to the Client's administrative LAN /WAN', coordination will be important to avoid problems with the Client's network traffic. Personnel involved in System Administration should attend the applicable TriTech System Administrator Courso(s). Where a large learn is involved, a core team should attend a System Administrator Course and then the Client's System Administrator should conduct a smaller version of the training for local staff, w:yt r r: The Client's Inform CAD Administrator is the individual primarily responsible for managing the Inform CAD application software settings to ensure efficient operation. This individual is the primary CAD configuration point of contact representing the Client. Activities include TriTech software setup, assignment, and management of TriTech Software modular security, maintenance of the Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. Any personnel involved in CAD administration should participate in the DOLF session so they are prepared to maintain the CAD Code Files post DOLF. The CAD Administrator should additionally attend Inform CAD User Training. r. r The Client Inform Mobile Administrator must possess a set of skills necessary to support the Client's implementation of the Mobile System, The Inform Mobile Administrator will be responsible setting up and maintaining the users, and vehicles as well as minor configuration changes to the Inform Mobile product. The desired administrator should possess a working knowledge of., HTML/XML, CSS, and JavaScript. SQL, especially views, stored procedures, and database schema,. i TriTech recommends a dedicated LAN for CAD as documented in the System Planning Dooument. 10 25B -56 Recommended Client Roles and Responsibilities Standard GPS protocol (TAIP and NMBA). The Inform Mobile Administrator should attend the Inform Mobile Train - the - Trainer course and the Inform Mobile Administration course. This individual should work closely with the System Administrator in order to manage file and data back -ups and System administration of the hardware and network. The Client's Inform RMS Administrator will have the responsibilities for the implementation, configuration, and maintenance of TriTech's Inform RMS. This person or persons will be engaged in the implementation of the Tffech's Inform RMS, and will participate in making decisions as it relates to implementing the TriTech's Inform RMS, Inform RMS Administrator will attend the Inform RMS DOLF during the course of the Project. This person should have a comprehensive understanding of the internal structure and workflow of Inform RMS users, departmental policies and procedures as well as how the records department interacts with dispatch and field operations personnel. Additional activities include TriTech software setup, assignment, and management of the agency specific Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. - Any personnel involved in RMS administration should participate in the DOLF session so they are prepared to maintain the RMS Code Files post DOLF. The Client's FBR Administrator will have administration responsibilities for implementation, configuration, and maintenance of TriTech's WebRMS Field Based Reporting System. This person will also be responsible for establishing user roles, setting 'up and maintaining the users, building report templates, structuring workflows, and configuring the System options. The FBR Administrator will attend the FBR Administration class during the course of the Project. This person should have a comprehensive understanding of the records function within the agency, how Mobile will be utilized in conjunction with FBR, and be familiar with the policies and procedures for officer reporting. Additional activities include TriTech software setup, assignment, and management of the agency specific Code Files, evaluation and implementation of version updates, reporting, prioritization, and management of support issues. Any personnel involved in FBR administration should participate in the 'FBR administration training session so they are prepared to maintain the FBR Code Files post FBR administration training. 4.8 Client GIS Analyst The Client's GIS Analyst is responsible for the mapping components required for Inform CAD, Inform Mobile, Inform RMS and Inform FBR. Activities include providing the initial GIS files for use within Inform CAD, Inform Mobile, Inform RMS, and Inform FBR, The GIS Analyst will be responsible for updating the Inform CAD and Inform Mobile Streets data using GIS Link, and working with TriTech's GIS Analyst to implement mapping components for Inform RMS and Inform FBR. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation workload will be based upon the number and type of CIS data edits that will be necessary for the local operations. This person should participate in portions of the System Orientations and DOLF. Additionally, this person (or group of people) should attend GISL1nk training. 11 25B -57 e � � Input from the Users /Supervisors is important to ensure that the configuration settings approved by the Client's team will be perceived as usable by users of the each of the Subsystems. These Users /Supervisors should participate in meetings defining and evaluating the requirements and configuration of their respective products, such as System Orientation and Administration Training. During scheduled activities, the Client should have a fully dedicated person or persons. Post implementation should be maintenance only. These personnel should attend the applicable User trainings. 4.10 Subject Matter Expert Input from subject matter experts in all applicable areas (Inform CAD, hlform Mobile, Inform RMS, Inform FBR, and each of the Interfaces and external Systems that integrate with TriTech Systems) is essential to successfid implementation of the system. The subject matter expert(s) in each area are the individuals who are knowledgeable about the current operational and technical specifications of the system, the data flow between and among different applications, and any limitations associated with each application. For Standard and Custom Interfaces, subject matter experts may be from the Client Agency, and third party vendors. If the vendors are not TriTech Subcontractors, the Client will be responsible for engaging them in necessary discussions and documentation of the requirements. The Client should involve a fully dedicated person or persons during the scheduled activities, such as requirements analysis, demonstration of the applications (if applicable), review of requirements documentation, the testing process, and other events that are described in later sections of this SOW. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. 4.11 Application Trainers A team of trainers is needed for training the Client staff on TriTech Software on an on- going basis. Trainers will be responsible for reading TriTech Software release notes and maintaining an understanding of new and existing features. The Client should involve a fully dedicated person or persons during scheduled activities such as training sessions. Post implementation, the involvement of the subject matter experts should be limited to maintenance only. These personnel should attend the applicable product specific training courses, 12 25B -58 5.1 Overview Project Controlling Processes are established early in the Project life cycle during the Planning Phase and described within the Project Management Platt. Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for Communication Management, Risk Management, and Change Management. The process begins during the initiation process and concludes at the end of the Project. The establishment of defined processes for Client communication (contact persons and reporting methods) provides a basis for effective and regular communication, This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, TriTech utilizes a series of measurements and management reviews to mitigate the effect of these variances. Checkpoints or milestones are planned into each phase of the Project to treasure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a, delay in starting or completing subsequent tasks; in effect creating a risk to the overall' Project. Therefore, TriTech's Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving Custom Interface OSDs will delay the start and completion of the Interface development work, which may ultimately have an impact on the projected Go Live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and Go Live Task Completion Reports As part of the project controlling process, upon completion of significant milestones and or tasks, TriTech will submit a Task Completion Report ( "TCR ") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and /or related documents. TCRs are presented to the Client by TriTech's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terns within the Agreement. Upon execution of a TCR. that is tied to a Project payment milestone, the Client will receive an invoice from TriTech's accounting department which must be paid based on the terms and conditions of the Agreement. 13 25B -59 As the Prune Contractor, TriTech is responsible for processing TCRs for all Subcontractor activities, under the Contract. The TCR will include the following information: 1. Description of Work performed and products delivered. 2. Comments noting any special circumstances. 3. Product /Service deliverables listing the contract line items that are being recognized as delivered and will be invoiced. 4, Related Payment Terms in accordance with [lie Purchase Agreement, for contract line items that will be invoiced relative to the TCR. 52.1 TriTech Responsibilities a) TriTech will prepare and submit TCRs for Client's signature upon completion of the applicable task. b) The TCR will cite the appropriate SOW reference. e) TCRs that trigger a payment will include the payment amount in accordance with the Agreement payment schedule. 522 Client Responsibilities a) Client will process TCRs within a ten (10) business day period from the time of receipt less any challenges to the validity of the report. b) In the event that Client disagrees with a TCR, Client shall submit to TriTech a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Agreement or this SOW. Such notification from the Client shall be provided to the TriTech Project Manager within ten (10) business days of receipt of the TCR. 14 25B -60 5,3 �ha11� M�rl�gemet7� Prgce�s Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, and/or the supporting project schedule, both parties must approve each change in writing. The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include, but are not limited to a modification to Project scope, Standard or Custom products' functionality, TriTech and Client's identified toles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. A Project Change Order will be the vehicle for communicating and approving of the changes, Whether initiated by the Client or TriTech, all Change Orders will be documented by the TriTech Project Manager. The Change Order shall describe the requested change, the party requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule. All Change Orders must go through the TriTech's internal approval process before they can be presented to the Client for review and approval. Once the Project Change Order is generated, the Client Project Manager and TriTech Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Project Change Order by both parties. Upon the approval by both parties the Project Change Order will be authorized for implementation. The creation of some Project Change Orders may, depending upon the scope of the requested change, require fees in order for TriTech to properly investigate and scope the requested change. If additional fees are required by TriTech to create a Change Order, those fees will be identified and communicated to the Client Project Manager prior to TriTech's investigation of the requested change. In such situations, TriTech will only proceed with the investigation required to create the Change Order if the Client has agreed to pay the additional fees associated with creation of the Change Order. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. 53.1 TriTech Responsibilities a) Change Orders will be prepared for submission to the Clicnt when required. b) Where Project changes require Engineering -level modifications, TriTech will perform requirements capture necessary to prepare required documentation including a high level description of the change for Client review and approval, c) Where Project changes require Engineering -level modifications, Client will be informed of the delivery mechanism (version and schedule). 53.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Agreement between both parties. b) When applicable, the Client will identify changes to features or functionality related to CAD, Mobile, Interface or any other Subsystem that will require a change order. This process may also include participation with the requirements process. o) Client will approve and process Change Orders in a timely manner. 15 25B -61 5A Project Reporting TriTech will provide monthly written Status Reports advising the Client Project Manager and key Client Project Stakeholders of the progress and status of project activities. This report will include the significant accomplishments, planned activities, issues, and potential risks associated with TriTech and TriTech's Subcontractors' Deliverables. The Project Status Reports will Include the following: 1. Accomplishments during the Reporting Period, 2. Planned upcoming activities. 3. Issues. 4. Risks. 5. Ivey Action Items. In addition, the TriTech Project Manager will hold weekly status meetings /conference calls to update the Client on the status of the Project and key action items and deliverables, During the course of the Project, one or more Project journals will be created to document Project issues and action items. These journals are product specific and are used by the Project Manager and other teen members to facilitate successful Project completion. Project journals are reviewed with the Client during weekly Project status calls and on an as needed basis through the course of the Project. The Project Manager is responsible for providing copies of updated journals to the Client Project Manager each month, or upon request. Each month, TriTech will provide an updated Project Schedule in MS Project advising the Client Project Manager of the progress of project activities. The Project Schedule may be lacking the detailed tasks for the Client team, and the Client may add such tasks, owners, and durations to the Project in collaboration with TriTech Project Manage. The Project Schedule will consist of the following: 1. Major Tasks and Subtasks. 2. Task Responsibility, 3, Task Duration. 4, Major Milestones. 5. Tasks and Subtasks Completed. 6. Tasks and Subtasks in Progress. 5.4.1 TriTech Responsibilities a) Provide a written report of Project status once a month. b) Track issues and action items to closure through product specific journals. The Client will be provided with updated copies of thej ournal each month, or upon request. c) Conduct project status meetings onsite each month. d) Conduct conference calls every week at a minimum. e) Maintain an up -to -date Project Schedule. t) Ensure participation of personnel in tasks and meetings. 5A.2 Client Responsibilities a) Review and acknowledge the Project status written report and provide feedback within five (5) business days. 17) Participate in Project status meetings. e) Ensure ,participation of personnel in tasks and meetings. 16 25B -62 Project Controlling) Processes In the course of the Project, TriTech will deliver several documents to the Client for review. These documents will include the Project Schedule, DOLF report, OSD's, and IRD's for the Project, Approved documents are returned to the TriTech Project Manager. For paper documents, the TriTech Project Manager will retain the original copy and will provide an unbound copy suitable for reproduction. For soft copy documents, the TriTech Project Manager will retain a copy and provide Client with a copy. Should the Client find any document unacceptable, the Client will provide specific reasons in writing to the TriTech Project Manager. TriTech can then assess any required corrective measures and make revisions or modifications to provide acceptable decunents. In order to ensure compliance with the Project Schedule, the Client is responsible for the review of such documents and providing any comments to TriTech within five (5) business days, 541 Documents Subject to Client Approval a) Change Orders b) OSD's c) Application Configuration Sheet d) Any post - contract FAT documents e) Task Completion Reports 5.5.2 Documents Subject to Client Review not Requiring Approval a) Project Status Reports, which should include an acknowledgement of receipt by the Client. b) DOLT Reports for Inform CAD and Inform RMS e) Project Journals d) IRD's 5.5.3 Tri'Tech Responsibilities a) Distribute the documents to the Client. b) Coordinate the process to consolidate comments and edit documents. C) Manage the signoff process for applicable documents and the distribution of originals to the Client and TriTech for filing. 5.5.4 Client Responsibilities ta) Review the documents presented and provide the appropriate information back to TriTech within five (5) business days. 17 25B -63 "'. i'Jo ,i ,u 6.1 Overviews Project Initiation and Planning involves gathering the necessary Project specific information in order to produce a Project Management Plan and a Project Schedule. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on Project Deliverables. Most of the information exchange between the Client Lind TriTech during this process is at a high level and consists of interaction between both Project Managers and a small group of Project stakeholders. Major Deliverables for the Project Planning phase are the specific Project Management Plans, and abaseline Project Schedule. The project must be managed in a manner that will allow for the adjustment of the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project lifecycle, Project Planning will overlap each subsequent process during the Project. Typically, Project Planning tasks will decrease in frequency as checkpoints are successfully completed and as the Project nears Go Live and Project completion. Note: The Project Schedule is a living document, subject to change during the course of the Project. All changes to the Project Schedule will be discussed between both parties and will be incorporated within a revised schedule based on mutually- agreed changes, 6.11 TriTech Responslbilitles a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities (such as Standard IRDs, System Planning Document, etc.) C) Review the SOW with the Client, and incorporate any mutually- agreed upon changes. d) Identify and engage the TriTech Project team responsible for carrying out Project Execution. e) In collaboration with the Client, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). I) Baseline the Project Schedule. g) Prepare and submit the TCRs for Client acceptance of the Project Management Plan as defined above. 6,1,2 Client Responsibilities a) Assign a Project Manager for the Project to participate in Initiation phase activities. b) Identify and engage the Client's Project team. c) Review and approve the proposed TriTech Project Management Plan and the Project Schedule. d) Review and approve the TriTech provided documentation to support Initiation activities. e) Finalize and approve the SOW with TriTech. i) Review the submitted TCRs for the Project Management .Plan. 18 25B -64 Project initiation and 'tanning 6.2 Project Kick Off During the planning phase, the TriTech Project Manager will hold a Kick -Off meeting with the Client's Project team, which will be conducted at the Client site. During the Kick -Off meeting, the TriTech Project Manager will provide an overview of the following: I. The TriTech Execution Process, 2. A high level description of Project Deliverables. 3. Introduce, and define the roles and responsibilities of the Project team members. 4. A high level review of the Initial Project Schedule including projected Project milestones and checkpoints. 5. Describe the work that has been either completed, is in progress or is due to begin within the immediate future. 6. Review any project related questions from the Client's team. 6.2.1 Tro tech Responsibilities n) Prepare the agenda and set a date for the Kick -Off that is convenient to the Client and TriTech Team. b) Distribute any documents that the Client should review in advance of the Kick -Off meeting. C) Conduct the Kick -Off meeting. 6.2.2 Client Responsibilities E8) World with the TriTech Project Manager to facilitate scheduling a date for the Kick -Off meeting. b) Schedule the appropriate personnel from the Client's team to attend, This should also include Ivey stakeholders that may not participate routinely in Project operations, but who have authority or responsibility over the Project. C) Provide adequate accommodations to include adequate seating and audio- visual equipment including a projector(s), screen, and whiteboard 623 Completion Criteria This task is considered complete when: (i) The Project Kickoff has been held with TriTech and Client representatives in attendance; (ii) The Client and TriTech have identified their respective Project Managers; (iii) The Project Management Plans have been completed and signed by the Client and TriTech; (iv) Any mutually agreeable changes to the Initial Project Schedule, if applicable, have been agreed upon by the Client and TriTech. 19 25B -65 7 PROJECT EXECUTION 7.1 Overview Project Execution focuses on the development and delivery of Project Deliverables. Processes will be iterative and consist of. 1) A review of Deliverable documents; 2) Development, configuration, Installation and testing of software and hardware deliverables, and 3) Delivery of Project related services such as Project related paining. These processes are iterative in nature with a muriber of checkpoints to evaluate Project progress and where applicable, to initiate Change Management processes. Each Deliverable has a closing process which consists of specific completion criteria. These Deliverable closing processes are independent from the closing process of the Project. 7„2 System] Installation (inform CAD, Inform MobIlt , Inform RMS, Inform] _ FBR and Interfaces) _ System installation is one of the early processes in the Project implementation phase, and has a great impact on and critical dependency on a number of Ivey activities, All tasks and activities related to System Installation are included in this section and will occur in the order presented. Other Project tasks may occur while installation activities are in progress. 7.2.1 review Hardware Specifications TriTech and Client will review the proposed hardware configuration for accuracy and completeness. TriTech will only be responsible for procurement of the hardware and third party software that is explicitly listed under the Agreement, as TriTech Deliverables, or Deliverables of TriTeeh's Subcontractors. 7.2.91 TriTech Responsibilities 1) Provide hardware and any relevant third party hardware specifications to Client. 2) Verify with Santa Ana personnel, TriTech recommended computer processor(s), operating system software, third -party software, all associated workstations, printers, communications and related components. 3) Review the specifications for all of the department's existing hardware, operating system software and third -party products and determine suitability to operate with TriTech Software. 4) Prepare a final hardware and operating system software requirements list. 5) Provide the specifications for the mobile data devices compliant with TriTech's minimum hardware requirements for optimal reliability and performance. 6) Pre -plan installation activities with Santa Ana and all subcontractors. 7.2,12 Client Responsibilities 1) Review and validate hardware and Third Party specifications, 2) Provide all required hardware,, operating licenses, VM's, etc. that are required and recommended to nm the TriTech subsystems that are not explicitly procured through the TriTech Purchasing Agreement. Provide, upon request, information on existing hardware and operating system software components and networks, and information necessary to validate final hardware requirements. 3) Review the final hardware and operating system software configuration with the TriTech project team. 20 25B -66 Pro)ect Execution 4) Review TriTech's recommendations regarding any existing networks and workstations, and address any recommended modifications (identified by TriTech) to ensure maximum performance, Completion Criteria This task is considered complete when the final hardware and operating system review is complete, and TriTech has submitted their findings and recommended specifications. 7.2,2 Hardware Acquisition TriTech and Client will procure hardware, third party software, and equipment per TriTech's recommended Specifications, TriTech is only responsible for procurement of the hardware and third party software that is identified as TriTech Deliverables in the Purchase Agreement. The Client will procure the required equipment based on TriTech's recommended Specifications, and do all that is practical to ensure the hardware is delivered in accordance with the timelines identified in the Final Project Schedule, The CIient will complete the following: 1) Configure the servers with memory and disks, 2) Load Microsoft Windows or VMware, 3) Partition disk drives and implement applicable Raid level based upon TriTech documentation. 4) Assign the computer name and IP address based upon TriTech documentation. 7.2.3 Hardware Configuration The Client will conduct basic server configuration, including: placing the servers in the racks, joining them to the existing domain, (with the Domain Controller in place) running the TriTech pro- requisite DVD on Inform CAD and Inform Mobile servers, and establishing remote connectivity capability (VPN and Remote Desktop) for authorized TriTech personnel to perform configuration. These activities will be coordinated between the TriTech Project Manager and the Client IT and Project Management staff, Guidance will be provided by TriTech's Client Installation Services (CIS) team as required. The Client must also provide the server names, IP addresses, Administrator Account Information (User Name, Password), Services Account Information, and the location of 3's Party Software media (such as SQL). An Installation Service Request (ISR) will be provided to the Client that organizes this information in to the TriTech preferred format. The Client is responsible for providing the completed ISR to TriTech no later than two (2) weeks prior to the installation activities, The Client is responsible for ensuring that the site is prepared and ready for the installation of hardware, third party software, and TriTech software as detailed in TriTech's deetnnentation including the System Planning Document according to the Project Schedule, TriTech will verify: (i) connectivity to the Client site via VPN, (ii) connectivity to each of the servers, and (iii) access to all required security accounts, 7.24 TriTech Responsibilities a) Provide the System Planning Document, b) Procure TriTech equipment and third party software, e) Provide guidance and assistance as necessary. d) Distribute a blank Installation Service Request (ISR) document to the Client, e) Collect Client information related to the ISR and submit a draft which includes: Each TriTech server, the applications that will be installed on the machine, machine name and the IP address (to enable any remote installation tasks). 21 25B -67 f) Collaboratively develop a network diagram with the Client. g) Finalize the ISR prior to the installation. h) Test the remote connectivity to the site prior to installation of the hardware and software. i) Install the Microsoft SQL software. j) Prepare and submit a TCR for Client review and approval upon completion of these activities. 7.2.4.1 Client Responsibilities a) Review the blank ISR and provide information to TriTech. . b) Collaboratively develop a network diagram with TriTech. c) Perform site preparation, as specified in the System Planning Document and ISR d) Assign the computer narne(s) and IP address(es) based upon TriTech documentation. e) Establish remote connectivity capability (VPN and Remote Desktop) for authorized TriTech personnel to perform software installation and configuration. f) Run TriTech Pre - Requisite DVD on all applicable hrform servers prior to any installation work being performed. g) Obtain pertinent IP addresses and schemes. h) Allow remote access to TriTech to all development and system "root" accounts on all servers running TriTech licensed. Software, subject to verifying the identities of specific individuals with such access (based on the background requirements in the Agreement). i) Procure relevant equipment and third party software. j) Perform basic server integration including, but not limited to: i. Installation of servers in applicable racks. ii. Joining servers to the existing domain with the domain controller in place. iii. If applicable, install and setup of the VM environment. 1c) Install all peripheral equipment, including scanners, printers, barcode readers, etc. 1) Approve the applicable TCR. Completion Criteria This task is considered complete when (i) The Client has procured and configured the hardware (ii) TriTech has provided the completed ISR to the Client (iii) The Client and TriTech have approved specific TriTech personnel with remote access to the site. 7.2.5 TriTech Software Installation Software installation services will be performed remotely, unless otherwise specified in the Purchase Agreement, and include installation of the TriTech Software. These installation activities will be coordinated between the TriTech Project Manager and the Client. Note i; All SQL,server licenses will be installed by TriTech. The Client is responsible Ygr rnalung the'. media and license keys available to TriTech for the installation. 7.2.5.1 TriTech Responsibilities a) Install and configure Microsoft SQL to operate with each of the applicable TriTech produu(s). 22 r Project Execution b) Configure the System servers in the applicable environments. c) Provide the Client with documentation on the process for failover, and conduct a failover test with Client present. d) Install and configure the applicable TriTech system(s), including Inform CAD, Inform RMS, Inform FBR and Inform Mobile on the designated servers and applicable environments. e) Install TriTech applications on five (5) CAD workstations, five (5) RMS workstations, and five (5) mobile devices. The Client will be responsible for installing the applications on the balance of the workstations and mobile devices. f) Provide verbal support to the Client with any self - installation procedures for the workstations using the TriTech provided Prerequisite Installation DVD and applicable Launch configurations. g) If applicable, create data dumps for Microsoft SQL database backups (as a backup for Inform RMS database). h) After completion of the initial installation and configuration of the Inform CAD server, a member of Technical Set-vices team will conduct a "technical hand -off' to designated Client staff from the Client's information Technology team via a conference call. The following major topics will be addressed: Proper procedures for performing Inform CAD System Backups: • File Structuro— Iuchtsions and exclusions • Databases o Moving Backups to media ii. Proper procedures for refreshing Test/Training system (and related documentation) iii. Approved configuration and use of Virus Scan software IV. Approved procedure for application of Windows updates V. System Upgrade process and procedures A. Support Website and TriTech list server access Al. Managing/Reviewing system logs (CAD, SQL, and Event Logs) 1) Prepare and submit a TCRupon completion of the installation tasks and activities. 7.2.5.2 Client Responsibilities a) Complete the configuration of the remaining CAD, RMS, acrd Mobile workstations (after the installation of the limited number of workstations by TriTech) using the Prerequisite Installation DVD and applicable Launch configurations. b) Put in place TriTech's recommended backup procedures as outlined in the System Planning Document and ensure backup procedures are consistently follow beginning at the completion of this task. e) Install and configure virus scanning software as outlined in the System Planning Document. r0.) Provide Web Security Certificates for all TriTech web - enabled applications that require a certificate. e) After completion of the initial installation and configuration of System servers, the Client will be responsible for maintaining the System based on TriTech Platform Planning Document, and the technical land -off. Specifically, the Client's IT staff is responsible for completing the following; • Updating Training /Test Systems with fresh data (from Production) as needed • Configuration and monitoring virus scan software • Application of Windows updates 23 25B -69 • Following the procedures for System Upgrade • Managing /Reviewing system logs (SQL and Event Logs) I) Review and approve the applicable TCRs. Completion Criteria This task is considered complete when the TriTech Software (list) has been installed on the Client's designated hardware. _Z.3 Irrlp�elro�orlt��aon of In'C"M CAD _ Inform CAD is implemented through a series of standard steps and process gates. These stepssteps are ensure that the operational needs oft he Client are identified, the conf gurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following desoribes he implementation process for Inform CAD. 7.3.1 Inform CAI] System Orientation The Inform CAD System Orientation is conducted at the Client's site and led by a TriTech Business Analyst. The duration of the Inform CAD System Orientation is generally between 3 to 4 days and includes a Business Process Review of the Client's operations, This System Orientation can be conducted in conjunction with Inform RMS if purchased together. Some key discovery points for the Inform CAD System Orientation are as follows: a) Work Flow — Understanding the setup for work flow from first receipt of an incident through incident completion. This may include time observing Dispatch Staff and Ride - Alongs with field units. b) Agency Type Setup — The segmentation of operational processes including incidents, units, and call - taker /dispatcher roles and responsibilities. c) Determine the Code File Hierarchy -- This is the structural breakdown of the Client's organization as it will be organized within the CAD system, including: jurisdictions, divisions, response areas (reporting districts, beats, etc). d) Review reporting requirements (geographic reporting segmentation and the like). e) Event numbering (Incidents) ineluding master incident numbers, response numbers and case numbers. P) Application Permissions — Aligning the application permission settings with the security policies of the agency, the Client, and the overall System Administrator. It is recormncnded that the number of attendees in the CAD System Orientation be limited to 15 to allow for more effective communication during the session. Based on the Ivey discovery points during this session, it is necessary that the attendees include individuals who can properly address these key points and make configuration decisions. During the Inform CAD System Orientation session the Business Analyst will facilitate air operational review of Inform CAD by demonstrating various System functionality and start gathering the configuration information. At least two weeks in advance of the orientation, TriTech will provide a System Module Setup (SMS) worksheet and other reference material to the Client to assist in gathering the required Code Files. Information that cannot be produced during the meeting must be sent to TriTech as specified by the mutually agreed upon schedule. 911 25B -70 Project (Execution Note:'; Tho Client's'provisioli of Code Pile information is air earlyProject`checkpoint. °Remote 'Web' sessions:will.be scheduled as a follow up to'System.Orientatior; to,.guide the Client through the Code File data collection process. 7.3.1.1 TriTech Responsibilities a) Schedule the Infonn CAD System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the Inform CAD System Orientation discussions. e) Send the System Module Setup worksheet (SMS) and other reference material to the client at least two weeks prior to the scheduled orientation. f) Document and assign owners and due dates to any action items and track all action items to closure. g) Document any gaps between the standard Emotionality of the System and functionality required by the Purchase Agreement for further analysis and discussion mid/or facilitate the change control process. Client requested changes or changes beyond the scope of the Purchase Agreement will be evaluated at this phase, but will have to be evaluated for the potential impact on the Project Schedule and for additional project charges to be paid by the Client. h) Schedule Remote Web sessions as a follow up to System Orientation to guide the Client through the Code Pile data collection process. 1) Produce an Inform CAD System Orientation Report with the key decisions and configuration points as a result of the System Orientation. Review the draft report with the Client and incorporate modifications. j) Prepare and submit a TCR upon completion of relevant activities. 7.8.1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the Inform CAD System Orientation to include a computer projector, whiteboards, and adequate seating. Two projectors are preferred. b) Ensure participation of key stakeholders and decision - makers in the Inform CAD System Orientation process. c) Provide subject matter experts that can explain the communication center's current call flow and agency structure, d) Provide subject matter experts with the ability to gather and provide the data elements used to build Code Files to TriTech. e) Provide subject matter experts that will be able to explain the agency's geopolitical /operational boundaries. This person (or persons) should be able to articulate the specific response requirements that will be built within CAD response plans, f) Provide subject matter experts that will be the "in house" CAD super users, as well as a person or persons that will be responsible for the ongoing maintenance of the CAD Code Files and configuration (CAD Administrator), g) Provide subject matter experts that will be responsible for translating the geopolitical /operational boundaries into data (ESRI shape files) suitable for use within the CAD. 25 25B -71 h) Provide subject matter expects that will be responsible for the maintenance of the agency's street centerline data. i) Provide subject matter experts that can provide information on technical Systems (Interfaces and Hardware/Network) or field - related functions (Inform Mobile or other mobile systems, station alerting and the like). j) Review TriTech's Inform CAD System Orientation Report and provide edits as appropriate. It) Review and approve applicable TCRs. Completion Criteria This task is considered complete when (i) the Inform CAD System Orientation has been completed; (it) TriTech has provided the Client with the initial System Module Setup (SMS), including identified follow up assignments; and (iii) TriTech and Client imutially agree to the content of the Inform CAD System Orientation Report. 7.3.2 Inform CAD Base System Code File Entry After completion of the Inform CAD System Orientation and receiving requested data from the Client, the assigned TriTech Business Analyst will supervise the initial Code File building process. The Business Analyst also configures the system hierarchy based on Client's call flow and operational processes as defined in the System Orientation, The Client will be actively involved at each step of the Code File configuration process through periodic reviews including conference calls and remote web sessions. A Code File review is completed prior to TriTech initiating the Code File entry process. The review is initiated via one or more web meetings as the Client submits the requested Code File information. The Code File review validates the accuracy and completeness of the information. TriTech will complete the Code File entry for Inform CAD System to a level that will allow for an evaluation of call flow and incident management. Code file build to the level described in Appendix A - Required Inform CAD DOLF Code File build of this SOW establishes a foundation that will validate basic functions such as call - taking layout, System hierarchy, incident numbering, and Incident/Unit displays, Validation through the DOLF process allows for the completion of Code File setup while limiting the risk of rework. TriTech personnel will participate in the Code File building process. Some Code Files that require Iocal Imowledge of the geography and the physical location of business and high -risk areas of the community (such as response plans, premise, and caution note/hazard information) cannot be built by TriTech. The Client will be responsible for entering or geo- verifying sonic Code File elements such as premises. The Code Files prepared by TriTech and the Code Files prepared by the Client are described in Appendix A - Required Inform CAD DOLT Code File build. The responsibility for building and maintenance of the System Code Files will transfer to the Client after DOLF with assistance from TriTech's Business Analyst. 7.12.1 TriTech Responsibilities a) Monitor and evaluate Code File submitted by the Client and provide guidance as needed. b) Conduct one or more web meetings to validate the completeness of Client submitted Code File information, prior to initiating the Code file entry. e) Perform a preliminary Code File build of the Client's Inform CAD System at TriTech. This Code File build will be completed based. upon the applicable requirements described in Appendix A - Required Inform CAD DOLF Code File build. d) Facilitate updates to the System Module Setup (SMS) building sheet. 26 25B -72 Project Execution e) Prepare and submit a TCR. 7.3.2.2 Client Responsibilities a) Provide input and updates to the SMS sheet to support the Code File building as required in the Final Project Schedule. b) Participate in Code File validation conference calls. e) Continue building the System Code Files (those not built by TriTech) after DOLF (refer to Appendix A - Required Inform CAD DOLF Code File build). d) Review and approve applicable TCRs. Completion Criteria This task is considered complete when: (i) the system has been installed at the client site, and (ii) the "Pre - DOLF" code files are entered into the CAD Subsystem by TriTech. 7.3.3 Geographical Information Services 7.3.3.1 GIS Source Data Evaluation The TriTech GIS Analyst will work with the Client to perform a one -time evaluation and initial conversion of the Client provided street center -line GIS data. Client supplied GIS data must be from a single integrated source when delivered to TriTech for conversion. This analysis will include the following: a) Routing and Navigability - The data will be analyzed to -ensure that there are no breaks in the road network and that an acceptable percentage of addresses' within the service area are routable with impedances or speed limits, applicable turn restrictions (one way data), elevations for overpasses and street types. b) Addressing — Evaluate data for the presence of block ranges, street types, and city designators. c) Supplemental Coverage - An evaluation of GIS data that may be available for response areas, ESRI compatible overlays including satellite image, and applicable point data to ensure compatibility. A report will be presented to the Client upon completion of the GIS source data analysis prior to the import of GIS data into one or more Systems or Subsystems. If there are significant problems with the data, additional GIS work and analysis may be required. 7.3.3.2 TriTech Responsibilities a) Evaluate Client - supplied GIS data to ensure it is formatted correctly for street - centerline display, address point usage and address functions. A report will be generated based on this analysis. b) Evaluate Client - supplied GIS data to ensure it is formatted correctly for routable functions. A report will be generated based on this analysis. c) Evaluate Client - supplied GIS data to ensure it is formatted correctly for Inform CAD Quickest Path Unit Recommendations functionality. d) Review the Client - supplied GIS layers for Inform CAD and Inform Mobile. a The phrase "acceptable percentage" refers to a decision that the Client mast make regarding the acceptable level of navigability needed within the street oentorline network, Since editing and maintaining the street data is a Client responsibility, the Client will have to evatnate and make a judgment regarding the impact of the level of accaracy and the cost assooiatcd with inoraasing the navigability of the data.. 27 25B -73 e) Provide a CIS Data Analysis Report which details TriTcch's findings, and provides specific actions that are required to overcome /correct any issues which are preventing the map data from being successfully loaded. 1) Prepare and submit a TCR. 7.3.3.3 Client Responsibilities a) Provide data in the required format, per the Final Project Schedule. b) Provide data to include 1) Centerline data; 2) response areas; 3) viewable /cosnnctie layers. c) Review TriTcch's CIS Data Analysis Report. d) Based on TriTech's CIS Data Analysis Report, make needed changes to mapping data to allow the resulting GIS data to meet TriTech's mapping data requirements. e) Review and approve the appropriate TCR. Completion Criteria This task is considered complete when (i) TriTech and the Client mutually review the content of the TriTecGIS Data Analysis Report, 7.113.1 Mapping Data Conversion and Import TriTech will perform a Mapping Data Import that provides maps for the Inform CAD system. This process does not include making any corrections to the Client GIS data. If the GIS data consists of data from more than one source, TriTech will not be responsible for joining these areas, or "stitching" the areas to create a uniform geographic area, 7.3.3.3.2 Configuration of Mapping Layers A TriTech GIS Analyst will configure up to 7 standard CIS layers each for viewing on Inform CAD and Inform Mobile, Such conversion activities will be part of the training process to allow the Client to add their own layers to the map displays in Inform CAD and Inform Mobile. The standard layers are limited to the following: 1- Water line features (rivers, streams, creeks) 2- Water polygon features (ocean, lakes, ponds) 3- Schools 4- Railroads 5- Parks 6- City Boundaries 7- Deployment Boundaries 7.3.4 Inform Mobile Map data Import The process of Inform Mobile Map Data Map Import converts the Inform CAD streets data into a format that can be used by Inform Mobile. This process also includes adding necessary map layers for the Client. 7.3.A.i TriTech Responsibilities a) Provide the initial configuration services to enable use of Inform CAD Quickest Path Unit Recommendations functionality. 28 25B -74 f�ra�ect Execution g) Convert up to five (5) GIS layers for Inform CAD and Inform Mobile. Such conversion activities will be part of the training process to allow the Client to add their own layers to the map displays in both systems. b) Continue to support the Client's ongoing GIS data error correction and refinement efforts through implementation (beyond task completion), c) Import the Response Areas into Inform CAD. d) Prepare and submit a TCR. 7.3.4.2 Client Responsibilities a) After initial GIS conversion and delivery of GISLink training, assume responsibility for updating the data using TriTech provided GIS tools to ensure that data is up to date for Go Live. b) Review and approve the applicable TCR. Completion Criteria This task is considered complete when (1) the Client's map has been installed and configured on TriTech Inform CAD and Mobile, and; (ii) TriTech demonstrates that the Inform CAD base map will launch, containing the data and layers that have been supplied to TriTech for import, conversion, and configuration; and; (iii) TriTech has provided the Client with GIS loading and maintenance documentation. Note; The inability of TriTech's application to successfully load the Client's properly formatted, GIS data will prevent task completion. 7.3.5 Inform Code Demonstration of Licensed Functionality (DOLF) Once the initial Code File and configuration phase is complete, the CAD is installed at the Client site, and the initial GIS map conversion is complete a Demonstration of Licensed Functionality (DOLF) is conducted. This working meeting includes a review of the DOLF- required Code Files (see Appendix A) and configuration, a review of imported GIS data, and hands -on training on software utilities for completing the Code File build and on -going Code File management, The DOLF for Inform CAD will be 3 -5 days and will be held st the Client's facilities, and on the Client's system hardware, after it has been configured by TriTech. Client will be responsible for supplying the requested SMS Worksheet data to TriTech four (4) weeks prior to DOLF to allow sufficient configuration time. The data will be requested as a follow up to the System Orientation for the Inform CAD. It is also required that the Client's centerline conversion be completed at no later than four (4) weeks prior to DOLF. In order to meet this deadline, all GIS data must be delivered to TriTech in required format per the agreed upon schedule. Any delays will result in a cascading effect on the project timelines. Participants include Ivey members of TriTech's implementation team and should not generally exceed ten (10) core members ofthe Client's implementation teatn. The Client's team should include representatives of dispatch, field operations, GIS, IT, and administration (reporting). At the conclusion of the session, a DOLF report is produced which documents the core software configuration, Code Files, and activities to be completed by the Client. Any issues that require follow -up action, including any outstanding Go Live issues will be documented in the applicable Project journal, In preparation for the execu'tio'n of 11re DOLT, the Client system must be built to a level that will allow for the demonstration of modules and features that the Client has licensed, The Code Files completed pre - DOLF are defined in Appendix A - Required Inform CAD DOLF Code File build. Based upon this level of Code File build, system functionality and workflow will be examined during the DOLF. 23 25B -75 Additional Code Files (as specified in Appendix A - Required Inform CAD DOLF Code File build) will be configured during the DOLF. Following the DOLF process, ownership of Code Files transfers to the Client. Post DOLF, the Client will enter the balance of the Code Files (not built by TriTech). These arc typically goo- centric items that require local knowledge of the community. The Client also becomes responsible for maintaining Code Files (personnel, unit, and the like) that must be continuously updated to keep the Code Files in GO -Live ready status. During this phase, the assigned TriTech Business Analyst will provide consultation services. Note: Inform CAD DOLF is an event applicable to Inform CAD only. No other Systems or Subsystems will be demonstrated during this session. „ 73.5.1 TriTech Responsibilities a) Schedule the onsite DOLF meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas to all required attendees a week prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide initial hands on training on the applicable system and introduction to different modules and their configurations. Note: This training is not meant to be comprehensive for end user understanding of the Subsystem. The purpose is to give the participant an understanding of basic features, call flow and how the configuration files influence them. e) Review the maps for Inform CAD. f) Introduce the Client to and begin documentation within the Inform CAD Subsystem Journal. g) Document and assign owners and due dates for any action items and track all action items to closure in the Inform CAD Subsystem Journal. h) Develop and deliver the "DOLF Report" which serves as an "as built" document describing the build of the system following the DOLE i) Handoff the management the Code Files to the Client. j) Provide the Client team with a copy of the Inform CAD User and Application Administration Guides. k) Prepare and submit a TCR. 7.342 Client Responsibilities a) Provide adequate facilities to hold the DOGE to include an overhead projector. Two projectors are preferred. DOLF also requires workstations for each participant. b) Provide subject matter experts that can examine the hierarchy build as articulated to the Business Analyst in terms of the agency structure. c) Provide subject matter experts that can examine the proposed call flow. These persons should have the ability to make decisions regarding any changes in call flow that may arise through the use of the new Subsystem. d) Provide participants that are versed with the ability to continue the configurations, or Code File build once ownership transfers. e) Provide participants that will be able to verify the agency's geopolitical /operational boundaries. f) Provide participants that were responsible. for translating the geopolitical /operational boundaries into data (BSRI shape Files) suitable for use within the Subsystem, and are able to validate those boundaries. 30 25B -76 I�ro ect Execution g*) Provide participants that will be responsible for the maintenance of the agency's street centerline data. la) Assume ownership for the continued build and maintenance of the system under the guidance of the TriTech project team. 1) Ensure participation of key atakoholders and decision-makers in the DOLF process. j) Observe the change control process for any requested software changes. k) Review and approve the content of the Inform CAD DOLF Report. I) Review and approve the DOLF- related Inform CAD Subsystem Journal entries. [n) Review and approve the applicable TCRs. Completion Criteria This task is considered complete when: (i) the Inform CAD DOLF has been completed; (ii) the DOLF report has been approved by the Client; (iii) the DOLF- related content of the Inform CAD Subsystem Journal has been reviewed and approved by the Client; (iv) the Client has received the Inform CAD User and Application Administration Guides; (v) Client has confirmed that code files designated as pre -DOLF and during -DOLF have been successfully installed into the Inform CAD, 7.3.6 Inform CAD Functional Acceptance Testing (FAT) TriTech and the Client will execute the Functional Acceptance Testing (FAT) of the Inform CAD, after DOLF and prior to User Training. This process is completed prior to Final Acceptance of the System. The purpose of the FAT is to test specific 'Rtnctionality of the CAD System and to formally document that the Inform CAD meets the required functionality according to the Purchase Agreement between the Client and TriTech. Since the focus of the Functional Acceptance Testing is the functionality of the System and not a validation of the Code Files, it is not necessary that all Code Files are built prior to conducting this test process. This Functional Test process consists of running a number of tests designed to verify the functionality of the Inform CAD, The Functional Acceptance Tests are performed based upon standard TriTech FAT documents that have a standard content and format. The standard TriTech FAT documents will be submitted to the Client for review and approval prior to testing. Additional test cases will be created by Client and provided to TriTech for review and inclusion in the testing. Before the FAT is administered, the Client and TriTech must sign -off on the receipt of the final FAT documents and verify that these tests will be used of validation of the System functionality for Pre - Production FAT and as a component of Software Acceptance. After delivery of the Inform CAD system to the Client's site and completion of DOLF, a TriTech Business Analyst and the Client will conduct the FAT on the Client's Inform CAD system, at the Client site and on the Client System hardware. The purpose of this process is to validate that Inform CAD features are working correctly per Standard System functionality as described in the FAT documents. The testing will be fully completed and problems with individual tests will be documented, if applicable. This process tests Inform CAD 'features as installed and configured at the Client site, therefore it is important that this process is executed early within the implementation cycle so that any issues discovered may be resolved. TriTech will not train the Client's end users until the Inform CAD has passed the FAT. Once the FAT has been successfully completed the Client's Inform CAD system will have been considered to have completed Pre- Produotiom FAT (see note below). A TCR will be submitted that affirms that the Inform CAD has passed this test. Upon completion of FAT, the Client and TriTech will review the list of 31 25B -77 FAT failures (if any), perform an assessment of the errors, and determine the timeline for remedying the issues (pre versus post Go Live). TriTech will repeat any failed FAT test following the correction of any issues which has caused the test to fail. A Rill retest of the System may not be conducted to verify the FAT exceptions. Although a full retest of the system may not be required to verify the FAT exceptions, related functionality may be tested to verify that the system, as a whole, has not been negatively affected by the correction(s). Note: Successful completion of the Inform CAD FAT as part of the Pre -Go Live testing process does not constitute Final System Acceptance. 7.3.6.1 TriTech Responsibilities a) Deliver TATech's standard FAT documents to Client for review no later than four weeks prior to conducting the FAT. b) Provide a TCR to the Client documenting the delivery of the FAT documents. e) Assist the Client in conducting FAT based upon the FAT documents. d) Identify and document any issues and exceptions discovered during the testing. e) Upon successful completion of the FAT, provide a TCR to the Client, to be reviewed and if approved; signed and returned to TriTech. All FAT exceptions will be noted in the TCR. f) Schedule follow up testing for validation of any failures and exemptions to the FAT after such failures and exemptions have been resolved, and document the results. 7.3.6.2 Client Responsibillties a) Provide adequate facilities to execute the BAT. b) Provide supplemental tests to TriTech for review within 3 weeks of receiving the standard FAT documents. c) Review and approve the final FAT documents that have been delivered by TriTech in accordance with the Final Project Schedule. d) Participate in the FAT by providing operational subj ect matter experts that can perform the validation tests as well as individuals that can approve that the tests have passed. e) Assist TriTech in documenting FAT findings and results. f) Review and approve the applicable TCR Note: Inform CAD User Training may only be conducted after successful completion of the FAT, and if the identified exceptions have been resolved or the Client determines that they do not present a barrier to conducting user training. The details of Inform CAD related training is included in later sections of this SOW. Note: FAT testing to begin no sooner than 7 days after the Client submits the final FAT document. Completion Criteria This task is considered complete when, (i) the Inform CAD FAT is complete; (ii) Any test failures have been documented; (iii) TriTech has corrected test failures, or TriTech and the Client have reached a mutually - agreeable approach to resolving and correcting each failure, 32 25B -78 Project Execration 7.3.7 Inform GAD Legacy Data Conversion TriTech will implement a structured methodology for Inform CAD data conversion. The Client is responsible for providing TriTech with extracted data in a format that can be used by TriTech for import, Formats suitable for import into can include Excel, MDB, CSV, and ODBC access from MS SQL, This Project provides the following Legacy data conversion services for Inform CAD: 1) CAD Premise Conversion 2) CAD Caution Notes Conversion The conversion of prior CAD data is a process that involves several steps. TriTech develops a data conversion plan to the Client detailing the data mapping between the legacy System and TriTech Inform CAD. During this phase of work, TriTech will work closely with the appropriate individuals from the Client to map each data element in each legacy application to the appropriate target data element in the Inform CAD databases and reflect this information in the data conversion plan. The scope of data conversion is limited to converting the CAD Premises and Caution notes. As long as the legacy data elements have a relevant counterpart in the target Inform CAD databases, TriTech can map the data and import it into the Inform CAD database structure. A small sub -set of the data will be initially converted and loaded to validate the process. Upon successful completion of this test, the Premise and Caution notes data will be converted and imported to the system. Final conversion will occur within 72 hours of Go Live. Additions to Promises and Caution notes in the old system, between the time of data conversion and Go Live will need to be manually entered to the new system. It is 'imperative that a member of the Client's staff be available to support the data conversion effort. Many operational questions will arise that depend on the data and operational expertise of the Client's staff. Nate: Legacy data conversion will not include conversion of attachments to Premises or Historical Incidents into TdI'ech databases. 7.3.7,1 TriTech Responsibilities a) With assistance from the Client, define a data mapping approach for the legacy application, b) Work with the Client to plan the data migration and develop a data conversion plan, c) Complete the data conversion for Premises and CAD Caution Notes, d) Prepare and submit a TCR upon completion of the initial data conversion (Pre -Go Live), e) Prepare and submit a TCR upon completion of the final data conversion (Post -Go Live). Note: TriToch does not perform data scrubbing or cleaning on the Client's legacy data. 7.3.7,E Client Responsibilities a) Identify all legacy applications containing data that must be migrated to the new System. b) Extract the entire data and provide it to TriTech based on the requirements defined in the task description. 33 25B -79 e) Perform any data cleaning and modification activities that maybe necessary prior to conversion of the legacy data into Inform CAD. c1) Assist TriTech in defining a data mapping for each legacy application by providing the following; o Legacy application software architecture (operating system; application software; database management system). • Database schema (if data resides in a DBMS) or file layouts (if data resides in flat file formats). • Data definition for each data element (data format, description of data field use, etc,). o Data relationships between data files and data elements. e) Obtain cooperation from any third party vendors for the legacy application that may have an impact on the data conversion process. f) Perform validation for the data conversion. g) Review and approve the applicable TCRs. Note: Due to the need for specific knowledge of the Client's area, the geo validation process for the converted data is the responsibility of the Client. Completion Criteria This task is complete when the Premises and CAD Caution Notes data has been converted and Client has validated the conversion. 7.3.8 Inform GAD TraWng Note; Training classes are conducted based on the quantities that are specified in the Purchase Agreement.. The appearance of a course description in this Statement of Work does not mean a. course will be conducted - if must be listed in the Purchase Agreement. Inform CAD Training classes are conducted based on the quantities specified in the Purchase Agreement. These classes are conducted on consecutive days and weekdays during variable hours (Tuesday - Friday). TriTech and the Client will work together to accommodate occasional Monday classes, The training classes related to Inform CAD and its subsystems are classified into three groups: a) Classes that are dependent upon specific Client configurations and requirements; therefore they are only conducted on the Client System after completion of the Functional Acceptance Test (FAT) and in preparation of Go Live. Inforin CAD Call Taker /Dispatcher User Training Course is an example of these classes. b) Classes such as GISLink thatare delivered to a specialized group within the Client's team during the course of the Project to assist them with implementation and maintenance of the System on a routine basis. c) Classes such as System Administration Training and CAD API Training that are not dependent upon individual Client configurations and are generic in nature. These classes are held at TriTech facilities based on a regular schedule, and are offered to attendees from different agencies. A detailed description of these classes is provided below. 34 r _ .I Project Execution 7.18.9 TriTech Responsibilities (for all Inform CAD training activities) ta) Conduct a training orientation between the assigned TriTech Training personnel and the designated Client representative. The objective of this session is to define the curriculum for the Training, based on the cenfignrations of the Subsystem. b) Conduct the training in increments of one (1), eight (8) hour days. c) Provide feedback to Client Supervision as to the progress of the students. d) For the Training classes that are held at TriTech, provide adequate training facilities and equipment. e) Prepare and submit a TCR upon completion of each class or group of consecutive classes. 7.3.8,2 Client Responsibilities (for all Inform CAD training activities) a) Participate with the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Client's System. b) Provide facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. c) Provide a supervisor for each class that can answer agency specific questions as related to the build of the Client's system. d) Review and approve the applicable TCRs. 7.3.8.3 Inform CAD Call Taker /Dispatcher User Training Course (Client site) The Inform CAD User Training course is a four (4) day class, and training days are a maximum of eight (8) hours in length. Prior to training, TriTech will hold a training orientation to develop an Inform CAD training plan for the Client. This plan will take into consideration the setup of the System, The training orientation should be held between TriTech Training personnel and designated Client personnel, Client personnel should include person(s) who can articulate the specific Client business processes related to configuration of the Client's System, TriTech Training personnel will tailor the training curriculum to include those business practices where applicable. Given that questions may arise for specific agency procedures during the course of the training, TriTech recommends that the Client have a supervisor present at each training class. Ideally, this supervisor would have participated in the implementation process, Training otasses will ideally start on a Tuesday, and end on Friday. The number of students attending the User Training course will be limited to ten ('10) students per class. This class will be held at the Client's site. 7.3.8.4 Inform CAD Dispatch Supervisor Training (Client site) The Inform CAD Dispatch Supervisor Training class has been designed as a five (5) day class that includes a four (4) day Inform CAD Call Taker/Dispatcher User Training followed by a one (1) day Inform CAD Supervisor training. This class is designed for the Dispatch Supervisors with the goal of preparing them to support the users after Go Live by answering their questions and addressing post -Go Live common problems. This class will include topics such as Power.Line configuration, Premise building and maintenance, Personnel maintenance, Vehicle Manager, and other areas that may require assistance from the supervisors. This class is reco rimended only for the supervisors. Ideally, this class will start on a. Monday, and end on a Friday, and the class size will be limited to tea (10) students. 73.8,5 Inform CAD Train -tho- Trainer (Client site) The focus of this three (3) day course is to prepare selected Client personnel to train new dispatch and administrative personnel in the use of Inform CAD. Attendees will learn to apply principles of adult learning 35 25B -81 such as non- verbal communication skills, presentation skills, methods of delivery and objective writing skills. The goal is to prepare these personnel to apply TriTech's concepts of training. The course does not include Inform CAD user training for the participants. Prior to attending this class the participants must attend an Inform CAD Call Taker/Dispatcher User Training Course. Training classes will start on a Tuesday, and end on Thursday. The number of students attending the User Training course will be limited to five (5) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating /conference table space, white board, and computer projector (capable of 1024x768 resolution). Prerequisites; Completion of the Inform CAD Call Taker /Dispatcher User Training Course 7.3.8.6 Inform CAD End user Follow Up Training (Client ,Ito) The purpose of this three (3) day follow -up training is to refresh the Client's skill level with the operation of Inform CAD. This is typically conducted port Go -Live. Prior to the course, TriTech Training personnel will consult with the Client as to the specific areas of the Inform CAD for which the Client requires enhanced and /or revisited training, Training classes will start on a Tuesday, and end on Thursday. The number of students attending the User Training course will be limited to ten (10) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training Facilities, including a conference room with adequate space and seating/conference table space, white board, projector, and computer projector (capable of 1024068 resolution), Prerequisites: Completion of Inform CAD Dispatcher /Call Taker User Training, 7.3.8.7 Inform CAD Code File Management Training (Client Site) The focus of this three (3) day course is to prepare selected Client personnel to manage Inform CAD Code Files using Inform CAD utilities. Note: The Inform. CAD Demonstration of Licensed Functionality (DOLF) sessions includes training j on the, same utilities as the Code File Ivlanaeement course. Students will learn how tare Code Files interact within the System and how to make necessary changes. This includes evaluating their current set up and options to optimize their System. TriTech strongly recommends that a test or training system be used for this course. Training classes will start on a Tuesday, and end on Thursday, The number of students attending the User Training course will be limited to ten (10) students per class, This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating /conference table space, white board, projector, and computer projector (capable of 1024068 resolution). 7.3.&0 Inform CAD System Administration Training ( TriTech Site) The System Administration Training course provides an overall administrative perspective of the system including operating system and database management software and equipment components. This comprehensive 4 -5 day course is held at TriTech headquarters, and trains System Administrators and staff members on how to set up and administer infrastructure configurations for the Client- configured Inform CAD System, The class will also provide attendees with sufficient skills to perform system maintenance manage and monitor interfaces, manage system operation and database settings for application support, maintenance and backup, and general troubleshooting skills. 36 25B -82 Project Execution Attendance of the Client- designated individuals should be coordinates[ and scheduled through TrUech's Project Manager and should be coordinated in such a way that does not interfere with progress of the Project. System Administration classes are held regularly in TriTech's training facility in San Diego and may have attendees registered from agencies other than the Client. Training classes start on a Monday and end on Friday. The number of attendees will be based ou the number of seats that have been purchased by the Client. If more than one seat is purchased by the Client, the Client has the option to send their attendees to one class or different classes. Prerequisites; Basic Windows and SQL Server knowledge No other deliverables or follow up activities, including creating special material or applications for the Client, are included within the scope of this class. 7A.1 Inform Mobile System Orientation The Inform Mobile Inform Mobile System Orientation is conducted by a TriTech Inform Mobile Business Analyst. Inform Mobile is an Inform CAD - Integrated System, meaning that a significant amount of mobile functionality is dependent upon CAD functions as well as the configuration of the Client's Inform CAD system. Given this interdependency, the Inform Mobile Inform Mobile System Orientation generally will follow Inform CAD Inform Mobile System Orientation. During the Inform Mobile Inform Mobile System Orientation, the Business Analyst will give a demonstration of the Mobile product. It is suggested that Client personnel who will be responsible for facilitating Mobile end user training should also take part in the configuration of Mobile. The TriTech Business Analyst will document the Client's configuration options in a Configuration worksheet which will be presented to the Client team for review and approval prior at least two weeks prior to configuring the application. 7.4.1,1 TriTech Responsibilities a) Schedule the Inform Mobile Inform Mobile System Orientation meeting in accordance with the Client's availability and the Project Schedule, b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting, c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration speoificatiors resulting from the Inforni Mobile System Orientation within the configuration document. e) Document and assign owners and due dates to any action items and track all action items to closure. f) Complete the configuration worksheets and deliver to the Client for review and approval. g) Produce an Inform Mobile System Orientation Report with the key decisions and configuration points as a result of the System Orientation. Review the draft report with the Client and incorporate modifications. 7.4,1.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the Inform Mobile System Orientation to include a computer projector, whiteboards, and adequate seating. Two projectors are preferred. b) Provide communications center and field representatives authorized to make decisions with regard to the interrelationship between Mobile use and dispatcher control functions such as status updates; traffic stops and the like, 37 25B -83 e) Provide subject matter experts that can describe operational requirements of field users. d) Provide a subject matter expert for Mobile WAN connectivity, ftewall and network configuration and in- vehicle computer hardware. C) Ensure that requested information such as data elements necessary to begin the Subsystem build are provided in accordance with the Project Schedule. f) Upon receiving the Mobile configuration worksheet, review and provide approval, or any necessary changes. g) Review TriPech's Inform Mobile System Orientation Report and provide edits as appropriate. h) Review and approve the applicable TCRs. Completion Criteria This task is considered complete when (i) the Inform Mobile System Orientation has been completed; (ii) TriTcch and Client mutually agree to the content of the ,Inform CAD System Orientation Report; (iii) Client has reviewed and approved TriTech's Inform Mobile System configuration document. 7.4.2 Inform Mobile Configuration TriTech Mobile Business Analyst udll configure the Mobile based upon the options that have been documented in the Mobile configuration worksheet, once the servers have been installed at the Client site. The Business Analyst will also use these configurations for preparing the FAT document. These activities will be performed remotely. 7.4.3 Inform Mobile Functional Acceptance Testing (FAT) Inform Mobile Functional Acceptance Testing (FAT) follows a similar approach as described under Inform CAD, A Mobile Business Analyst performs the FAT with the Client, prior to Train- the - Trainer. This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT docmnents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. TriTech will repeat any failed FAT tests following the correction of any issues which has caused the test to fail. 7.4.11 TriTech Responsibilities ta) Deliver TriTeeh's standard EAT documents to the Client no later than two weeks prior to conducting the FAT. b) Provide a TCR to the. Client to approve the receipt of the FAT documents. C) Install at least one Mobile client (device) to conduct the FAT. (I) Assist the Client in conducting the FAT in accordance with the FAT documents. e) Identify and document any issues discovered during the .FAT. t) Prepare and submit a TCR upon completion of FAT, documenting any exceptions to the FAT. 7.4.12 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base system installation. b) Provide adequate facilities to execute the FAT. c) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results, e) Review and approve the applicable TCRs. 38 r - •- Project Execution 7.4.4 Inform Mobile Training Inform Mobile Training classes are conducted based on the quantities that are specified in the Purchase Agreement. These classes are conducted on consecutive days, on the weekdays during business hours (Tuesday - Friday, during business hours), Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT have been completed and the results are documented in a TCR. Typically TriTech trains a small group of the trainers from the Client field users, and that group completes training the balance of the field users. A detailed description of these classes is provided below. 7.4.41 TrlTech Responsibilities a) Schedule an Integration Testing with the Client. b) Assist the Client in preparing test scenarios that can be used during this test and closely simulates the normal Client's call flow, e) Prepare and submit a TCR to the Client documenting the tests that will be, used for Integration Testing. d) Participate in the Integration Testing with the Client. e) Prepare and submit TCRs upon successful completion of the Integration Testing. 7.4.4.2 Client Responsibilities a) Provide test scenarios that closely simulate the Client's normal call flaw. b) Participate in conducting the Integration Testing. C) Review and approve the applicable TCRs. 7.4,4.3 inform Mobile Administration Course Mobile Administration training is a hands -on course provided by experienced trainers who have both training and public safety experience. This half ( %2) day course prepares the Mobile Administrator to configure and maintain the Mobile Server and Mobile Interface(s). The course is set for one (1) or two (2) students. Access to the Mobile Server and Interface(s) is required. During this process TriTech Business Analyst /System Engineer will instruct the client on installation o£.Mobile Clients and provides assistance for installation of up to five (5) Mobile devices. The Client will be responsible for installation of the balance of Mobile devices. The course includes the operation of the Mobile system including customization of specific screen layouts, Active & Waiting Incident Queue, Unit Queue, and agency - specific screens. Training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to two (2) students per class. Prerequisites, I{nowledge of 1) HTML/XML, CSS, and JavaScript 2) SQL, especially views, stored procedures, and database schema; and 3) Standard GPS protocol (TAIP and NMEA) 7.4.4,4 Inform Mobile Train- the - Trainer Course Mobile Train- the - Trainer training is a hands -on course provided by experienced trainers who have both training and public safety experience. The course prepares personnel to use Inform Mobile and teach others how to use Inform Mobile. The course can accommodate tip to eight (8) students with working and configured Mobile devices. It is desirable that each participant have their own configured Mobile device. The course includes user operation including starting and stopping the application, updates, screen layouts, messaging, status changes, mobile maps, incident assignments and incident updates. Hands -on training and 39 25B -85 agency scenarios may vary by Agency, The duration of this class may be between four and six (4 -6) hours, Training classes will be held between Tuesday, and Friday. The number of students attending the User Training course will be limited to eight (8) students per class. This class will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating/conforence table space, white board, projector, and computer projector (capable of 1024x76$ resolution). Prerequisites: Completion of a Microsoft Windows Tutorial (this may be waived upon demonstrated ability to work with Windows), typing skills of a minimum of 25 words /minute and Mobile field user experience. Once the FAT is concluded for all Subsystems (Inform CAD, Mobile and each of the CAD interfaces) and in preparation for Go Live, TriTech and the Client will conduct a one day Integration Testing. The Integration testing will be conducted based on scenarios, jointly developed and agreed upon by the Client and TriTech that test the call flow from the call creation to disposition in CAD. These scenarios include the Inform CAD and Interfaces that can be tested in the pre - production environment and are scheduled to Go Live at the same time. A small group of the Client staff (1 -2 dispatchers and 1 -2 Mobile field users) should participate in this test with TriTech, TriTech will work with the Client on defining a set of test scenarios that test the system based on the Client's practices. It is recommended that the Client utilize sample calls from their legacy System. These scenarios must be signed off prior to commencement of the integration testing. Inform RMS is implemented through a series of standard steps and process gates, These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform RMS. Certain steps in the implementation of the Inform RMS and FBR may need to be sequenced differently, be performed in phases, or be repeated to accommodate the evolution of the Web product. The Parties will review and discuss these steps jointly and incorporate them into the Project Schedule. 7.6.9 Inform RMS System Orientation The Inform RMS System Orientation is conducted at the Client's site and led by a TriTech Business Analyst. The duration of the Inform RMS System Orientation is generally between 3 to 4 days and includes a Business Process Review of the Client's operations. Inform RMS System Orientation Some key discovery points for the Inform RMS System Orientation are as follows: a) Work Flow — Understanding the setup for work flow processes from the field report to the State Submission. This may include time observing Departmental Divisions (such as Records Staff, Investigation, Property and Evidence, and the like) acrd Ride- Alongs with field units. b) Review reporting requirements (reporting segmentation and the like). c) Event numbering (Incidents) including master incident numbers and case numbers. It is recommended that the number of attendees in the Inform RMS System Orientation is limited to 15 to allow for more effective communication during the session. Based on the key discovery points during this 40 r Project Execution session, it is necessary that the attendees include individuals who can properly address drese key points and make configuration decisions. During the Inform RMS System Orientation session the Business Analyst will facilitate an operational review of Inform RMS by demonstrating functionality and start gathering the configuration information. At least two weeks in advance of the orientation, TriTech will provide a System Module Setup worksheet (SMS) and other reference material will be provided to the Client to assist in gathering the required Code Files. Information that cannot be produced during the meeting must be sent to TriTech as specified by the mutually agreed upon schedule. Note: The Client's provision of Code File information is an early Project checkpoint. Remote Web sessions will be scheduled as a follow up to Inform RMS System Orientation to guide the Client through the Code File data collection process, 7.6.1.1 TriTech Responsibilkies a) Schedule the Inform RMS System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the Inform RMS System Orientation within the system module setup. e) Send the System Module Setup workshect (SMS) and other reference material to the Client at least two weeks prior to the scheduled orientation. f) Document and assign owners and due dates to any action items and track all action items to closure, g) Schedule Remote Web sessions as a follow up to Inform RMS System Orientation to guide the Client through the Code File data collection process. h) Produce an hiform RMS Inform RMS System Orientation Report with the key decisions and configuration points as a result of the Inform RMS System Orientation. Review the draft report with the Client and incorporate modifications. i) Prepare and submit a TCR upon completion of relevant activities. 1.431.2 Client Responsibilit1w a) Provide adequate facilities to comfortably hold the Inform RMS Inform RMS System Orientation to include a computer projector, whiteboards, and adequate seating, Two projectors are preferred. h) Ensure participation of key stakeholders and decision - makers in the Inform RMS System Orientation . process. e) Provide subject matter experts that can explain the agency's current work flow and application processes. These persons should have the ability to malce decisions regarding any changes in work flow that may arise through the use of the new Inform RMS System. d) Provide subject matter experts with the ability to gather and provide the data elements used to build Code Files to TriTech, 41 25B -87 e) Provide subject matter experts that will be the RMS super users, as well as a person or persons that will be responsible for the ongoing maintenance of the RMS Code Files and configuration (RMS Administrator). 1) Provide subject matter experts that will be responsible for translating the geopolitical /operational boundaries into data (BSRI shape files) suitable for use within the RMS. g) Provide subject matter experts that will be responsible for the maintenance of the agency's street centerline data. h) Provide subject matter experts that can provide information on technical Systems (Interfaces and IIardware/Network /Applicati oas). i) Review TriTech's Inform RMS System Orientation Report and provide edits as appropriate. j) Review and approve applicable TCRs. Completion Criteria This task is considered complete when (i) the Inform RMS System Orientation has been completed; (ii) TriTech has provided the Client with the initial System Module Setup (SMS), including identified follow up assignments; and (iii) TriTech and Client mutually agree to the content of the Inform RMS System Orientation Report, 7A2 Inform RMS Base System Code File Entry After completion of the Inform RMS System Orientation and receiving requested pre -DOLF data from the Client, the assigned TriTech Business Analyst will start and supervise the initial Code File building process. The Business Analyst also configures Inform RMS Central Configuration as defined in the System Orientation. The Client will be actively involved in the Code File configuration process through conference calls and remote web sessions. TriTech will deliver the Inform RMS System with UCR Codes. The Code file build will include RMS User Personnel, Property Locations, and Violation Codes. oteai It is the' responsibility of the client to complete the UCR mapping to the violation codes. ` Validation through the DOLF process allows for the initial Code File setup while limiting the risk of rework, This task is considered to have been completed when the Business Analyst has demonstrated the setup of RMS User Personnel, Property Locations, and Violation Codes, 7.6.2.1 TriTech Responsibilities a) Monitor and evaluate Code File submitted by the Client and provide guidance as needed. b) Conduct one or more web meetings to validate the completeness and applicability of Client submitted Code File information, prior to initiating the Code file entry. c) Facilitate updates to the System Module Setup (SMS) building sheet. (l) Prepare and submit a TCR to confirm the delivery of the SMS worksheet by the Client. 7.6.2.2 Client Responsibilities a) Provide timely input and updates to the SMS sheet to support the Code File building timelines. b) Participate in the Code File validation conference call. V) Continue building the System Code Files (those not built by TriTech) after DOLF. 42 r - •• Project Execution d) Review and approve applicable TCRs. 7.6.3 Inform RMS Demonstration of Licensed Functionality (DOLF) Once the initial Code File and configuration phase is complete and RMS is installed at the Client site, a Demonstration of Licensed Functionality (DOLF) is conducted. This working meeting includes a review of the preliminary Code Files and configuration and hands -on training on software utilities for completing the Code File build and on -going Code File management. The DOLF for Inform RMS will be 3 days and will be held at the Client's facilities, and on the Client's system hardware, after it has been configured by TriTech. Client will be responsible for supplying the requested data to TriTech no later than four (4) weeks prior to DOLF to allow sufficient configuration time. The data will be requested as a follow up to the System Orientation for Inform RMS. Participants include key members of TriTech's implementation team and should not generally exceed ten (10) core members of the Client's implementation team. The Client's team should include RMS Central and Local Administrators. At the conclusion of the session, a DOLF report is produced which documents the core software configuration, Code Files, and activities to be completed by the Client. Any issues that require follow -up action, including any outstanding Go Live issues will be documented in the applicable Project journal. Any issues that require follow-tip action, including any outstanding Go Live issues will be documented in the applicable Project journal, Guidance on configuring additional Code Files will be provided during the DOLF. Following the DOLF process, ownership of Code Files transfers to the Client. Post DOLF, the Client will enter the balance of the Code Files (not built by TriTech). The Client also becomes responsible for maintaining Code Files (personnel, Violation Codes, Property Locations, and the like) that must be continuously updated to keep the Code Files in GO -Live ready status. During this phase, the assigned TriTech Business Analyst will provide consultation services. Dote; Inform RMS DOLF.is anevem applicable to Inform RMS oily. No other Systems or Subsystems will be demonstrated during this session. 7,6.3.1 TriTech Rosponsibilities ta) Schedule the ousite DOLF meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas to all required attendees a week prior to each meeting, c) Conduct the meetings based on the distributed agenda. d) Provide initial hands on training on the applicable system and introduction to different modules and their configurations. Note: This training is not meant to be comprehensive for end user understanding of the Subsystem. The purpose is to give the participant an understanding of the configuration and administration of Inform RMS. e) Introduce the Client to, and begin documentation within the Subsystem Journal. 1) Document and assign owners and due dates for any action items and track all action items to closure. g) Develop and deliver the "DOLF Report'' which serves as an "as built" document describing the build of the system following the DOLF. it) FIandoff the management of mutually- agreed upon select Code Files to the Client. i) Provide the Client team with a copy of the Inform RMS User and Administration Guidcs. 43 j) Prepare and submit a TCR. 7.6.3.2 Client Responsibilities a) Provide adequate facilities to hold the DOLE to include an overhead projector. Two projectors are preferred. DOLF also requires workstations for each participant. b) Ensure complete participation of Central and Local Inform RMS Administrators for the purposes of reviewing the RMS configuration as- built. c) Provide participants that are versed with the ability to continue the configurations, or Code File build once ownership transfers. d) Assume ownership for the continued build and maintenance of the system under the guidance of the TriTech project teain. e) Ensure participation of key stakeholders and decision- makers in the DOLF process. f) Observe the change control process for any requested software changes. g) Review and approve the applicable TCRs. h) Review and approve the content of the Inform RMS "DOLF Report". i) Review and approve the "Inform RMS Journal ". Completion Criteria This task is considered complete when: (i) the hiform RMS DOLF has been completed; (ii) the DOLF Report has been approved by the Client; (iii) the DOLT related content of the RMS Subsystem journal has been reviewed and approved by the Client; (iv) the Client has received the Inform RMS User and Administration Guides; (v) Client has confirmed that code files designated as pre -DOLF and during -DOLF have been successfully installed into the Inform RMS. 7.6.4 Inform 1 M$Workshop(s) After the Inform RMS DOLF has been completed, the TriTech project team will conduct an Inform RMS workshop session at the Client site. This session is intended to be an extension to the Inform RMS DOLF for more complex implementations and multi jurisdictional agencies as specified in the contract. 7.6.4.9 TriTech Responsibilities a) Schedule the Inform RMS Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. e) Conduct the meetings based on the distributed agenda. d) Prepare and submit a TCR upon completion of the workshop. 7.6.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. e) Continue the code file building activities after completion of this training. d) Review and approve the applicable TCR. 44 25B -90 Project Executltan 7.6.5 Inform RN15 Functional Acceptance Testing (FAT) Inform RMS Functional Acceptance Testing follows a standard content, approach and format. An Inform RMS Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training, This process will be based on the standard TriTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The Client may supplement these standard FAT documents with additional cases developed by the Client. These additional tests must be submitted to TriTech no later than three weeks prior to FAT to TriTech for review and approval. FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and determine the timeline for remedying the issues (pro versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat of the entire tests, 7,6.5.9 TriTech Responsiblilties aa) Deliver TriTech's standard FAT documents to the Client no later than four weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. e) Assist the Client in conducting the FAT in accordance with FAT documents. d) Identify and document any issues and exceptions discovered during the FAT. e) Upon successful completion of FAT prepare and submit a TCR to the Client, to be reviewed and approved, signed and returned to TriTech. I) Schedule follow up testing for validation of any exceptions to the FAT after such exceptions have been resolved, and document the results. 7.6.5,2 Client Responsibilities a) Work toward the timely completion of all predecessor tasks to include the base code table entry and configuration. b) Provide adequate facilities to execute the FAT. c) Provide supplemental tests to TriTech for review within 3 weeks of receiving the standard FAT documents. d) Review and approve the final FAT documents that have been delivered by TriTech in accordance with the Final Project Schedule. e) Participate in the FAT by providing operational subject matter experts. f) Assist TriTech in documenting FAT findings and results. g) Review and approve the appropriate TCRs, Completion Criteria This task is considered complete when, (i) the Inform RMS Preliminary Functional Acceptance Test is complete; (ii) Any test failures have been documented; (iii) TriTech has corrected test failures, or TriTech and the Client have reached a mutually- agreeablo approach to resolving and correcting each failure. 45 25B -91 7.6.6 Inform RMS Data Conversion This Project includes Evidence Data Conversion services for Inform RMS. The details of this conversion effort is described in the following section: 7.8.8.1 Evidence Data Conversion The evidence data conversion, is a multi -step process, which results in the conversion of the Client's legacy evidence data into the Inform RMS Evidence module. In addition to Evidence item data, TriTech will provide a one -time import of physical property item data that is currently stored in the Property acid Evidence Facility managed by the Client. Property items that are not actually Evidence, but are otherwise in possession of the Client, will be included as part of this conversion. An Evidence conversion is intended to handle the physical property items stored in a managed Evidence Room or other controlled temporary locations. It is possible to use this module to track property on hand that is not actually Evidence associated with some case, but rather items that have been found or are being kept for safekeeping. These could show up in Inform RMS in the Evidence module alongside actual items of evidence. The only thing that would differentiate between them would be some status flag that might say "Evidence ", "Found" or "Hold ", for example. An item in the Evidence module can be associated with a specific Case. However, in an Evidence conversion only the Case Number is brought into the data associated with an item. No other specific Case information is converted. This would require a User to already know a Case by its number in order to locate an Evidence or Property item that is associated with it. There are other types of property, of interest to the department that would not be handled by an Evidence conversion. In particular, items that were stolen but not yet recovered, items that were pawned, gums or vehicles, etc. not in the possession of the Client, are not covered by an Evidence Conversion. In short, only items that are in the possession of and stored by the department would be included. When the user uses the Inform RMS Evidence module to manage their Evidence Room, they usually rely on a built -in feature that can produce a "Chain of Custody" report. This report lists an unbroken record of where the item has been (by location) from the time it was checked in up until its current location or its final disposition. This is often used when evidence is brought into a Court case. In our experience, Client data is seldom complete or accurate enough to produce a reliable Chain of Custody in the fashion of Inform RMS. For the purpose of this Project, TriTech and the Client will apply commercially reasonable effort to convert the Chain of Custody data, if the Client is able to provide the data with a high level of integrity in a manner that is usable by Inform RMS Software, hi order to determine the data integrity and suitability of the Chain of Custody data for conversion, TriTech will perform a review (up to S hours) of the data and if it is determined that the data is not suitable for conversion, such conversion will not be performed, Prior to this review and data submission, TriTech will provide the Client with information about common errors related to the Chain of Custody data. In lieu of converting the Chain of Custody data, TriTech will create a section in Inform RMS Narrative Report that shows all the raw data from the Client showing all transactions and movements that they kept in their legacy system, in a narrative format which can be titled specifically for ease of search. This data does not appear in the Inform RMS built -in report, but may be retrieved through creation of custom reports by the Client. Parties mutually acknowledge that the accuracy and completeness of the source data is the sole responsibility of the Client. This process requires the Client to extract a complete set of data for analysis and provide it to TriTech in a Microsoft SQL Database. The Client will provide at least one initial extract of RMS data for TriTech testing purposes, plus one final extract. All images and objects desired to be converted shall be included in the initial and final extraction. The Client must perform any necessary "data scrubbing" of their source data prior to 45 25B -92 Project Execution delivery to TriTech. TriTech will assume that all data delivered is legitimate to use in the Data Conversions, and will begin their analysis upon receipt of the legacy data. If the Client chooses to rename storage locations they used in the legacy system they must produce a list of such changes. Similarly, if the Client creates new and different status codes, properly description codes, or similar, the Client also needs to provide those to TriTech. The process of analysis and data mapping will require collaboration between TriTech and the Client, and it is necessary for the Client to provide subject matter experts to TriTech to answer any questions that arise during the data mapping and conversion process. It is also required that the Client supply a data dictionary defining all of the data items that are to be included the data conversions. This must be in a machine- readable (i.e. no scanned copies, pdfs, etc,) TriTech and the Client will collaborate to develop the criteria to be used for Master Name resolution of duplicate names. As part of the data mapping exercise, the Client will manually enter a minimum of 3 representative records into each module to be 'included as part of the Data Conversion. The data used for entry must be included and identified in the initial data extraction supplied to TriTech. A TriTech Business Analyst will assist with this task. Once the Client has completed the sample data entry, they will supply TriTech with a backup of the Inform RMS database plus screen shots of all forms used for this sample data entry. TriTech will further annotate these screen shots and include them in the Operational Scenario Document that TriTech will generate. The results of TriTech's analysis of the data and data mapping will be documented in an OSD, and will be provided to the Client for review and approval prior to creating the conversion scripts. TriTech will map only those fields from the Client's legacy database into the appropriate Inform RMS database module where there is a strong correlation of data type and data use between the two systems. All pertinent legacy data from each module in the Client's legacy database will be captured in a text narrative and attached to the appropriate parent record in the Inform RMS database. This narrative will be available to the user when viewing imported records in the TriTech product. In the event that the Client makes any modification to their original data in order to include it in an Inform RMS record, they must fully document the transformation process used. All transformations so supplied must be able to be implemented via scripts vs. "human- interpretive" processes. These include, but are not limited to names and addresses. Once imported, the Evidence, Evidence_ Items, Evidence—Location, Evidence—Cases, and Evidence Names data will be available in Inform RMS. TriTech will convert a sample set of the evidence data into the Inform RMS for the Client to review and test, and upon approval of the accuracy of the converted test data set, the entire data will be imported to the Inform RMS, The delta between the last data submission and the Go Live date will be converted and inserted into the Inform RMS post Go Live. 7.8.6.1.1 TriTech Responsibilities a) Perform an analysis of the legacy Evidence data, provided by the Client. b) Collaborate with the Client in defining the data mapping, as well the resolution of the duplicate narnes. c) Provide an Operational Scenario Document (OSD) prior to developing the scripts for the data conversions. d) Create the necessary scripts for the data transfer. e) Perforn the initial data conversion and import for review by the Client. f) Perform the final data conversion and import into the Inform RMS. 47 25B -93 7.6.6.1.2 Client Responsibilities Extract and scrub the legacy data, and deliver it to TriTech in SQL format within 30 days from the date of Inform RMS System Orientation. a) Provide a data dictionary to define all elements of the legacy data. b) Assist TriTech with data mapping exercise. e) Review, provide feedback and approve the OSD doemnent prior to performing the data conversion. d) Review and approve (or provide feedback, detailing the required corrections) for the interim data conversion delivery within 10 days of receiving. c) Review and approve (or provide feedback, detailing the required corrections) the final data conversion delivery within 10 days of the final conversion. f) Provide a secure and reliable network connection. g) Review slid approve the applicable TCRs. Completion Criteria: This task is complete when: i) TriTech has delivered the final converted Evidence data, housed within the TriTech Inform RMS; and ii) the Client and TriTech have developed a mutually agreeable plan for correcting any resolvable issues; and iii) corrective action has been undertaken by the appropriate Party, and mutually agreed upon. Note: The RMS Data Conversion efforts do not include any modifications to the Inform RIvIS or F13R. The conversion will be limited to the fields that exist in the Standard RMS and FAR Software. 7,6.7 Inform RIMS Training Inform RMS Training classes are conducted on consecutive weekdays (Tuesday - Friday) during business hours. Alternate training schedules (multiple classes per day, evening, and weekend classes) will be subject to additional charge. Training classes will only be delivered after the FAT has been completed and the results are documented. A detailed description of these classes is provided below: 7.6.7.1 TriTech Responsibilities (for all inform RMS Classes) a) Conduct a training orientation via conference call between the assigned TriTech Training personnel and the designated Client representative. The objective of this session is to define the Training Schedule, based on the configurations of the Subsystem, b) Schedule the Inform RMS Training class(es) in accordance with the Client's availability and the Project Schedule, c) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. d) Develop and provide the Inform RMS Training Plan for all licensed product options to the Client. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes. 48 25B -94 Project Execution 7,6,7,2 Client Responsibilities (for all Inform RMS Classes) a) Participate with the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Client's System. b) Provide facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. e) Provide a Local RMS Administrator for each class that can answer agency specific questions as related to the build of the Client's system. d) Review and approve the applicable TCRs, 7.6.7,3 Inform RMS Core End User Training The Inform RMS Core End User Training is a hands -on course provided by TriTech's training specialists. This class will prepare the students to add, edit, and search crime report records easily and efficiently. The students will learn how to enter State Reportable 1JCR/N1BRS Reports. The student will also utilize the Inform RMS to enter or modify Arrest, Custody and Incident information. This class is recommended for all personnel responsible for the day to day records entry o£, both miscellaneous and UCR/NIBRS Reports, as well as the personnel with the responsibility for entering and /or maintaining Arrest, Custody, acid Incident. This three (3) day course prepares a core set of end users on Inform RMS. Training classes will ideally be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment. 2) Basic understanding of agency report taking /writing policies as they relate to the records section. 7.6.7.4 Inform RMS Report Writing Class The Inform RMS Report Writing Training is a hands -on course that will prepare students to run, modify, and create reports on data stored in Inform RMS. Students will learn how to run Calmed Reports available in Inform RMS, as well as how to modify Canned Reports and create new Custom Reports using Crystal Reporting Services. This three (3) day class is recommended for all personnel that will utilize the provided reporting tools to extract data from the Inform RMS. Ideally, training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Training, 7.6.7.5 Inform RMS Module Training Inform RMS Module Training classes cover specific RMS Modules that will be utilized by the client and are limited to the quantities that are specified in the Purchase Agreement. Training classes will be conducted between Tuesday and Friday. The number of students attending each RMS Module Training course will be limited to no more than ten (10) students per class. Prerequisites: Completion of Inform RMS Module Training. 7.6.7.6 Inform RMS Train - The - Trainer Training The purpose of this Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform RMS product, Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTecb. This three (3) day course prepares a core set of to train end users on Inform RMS. 49 25B -95 Prerequisites: 1) Attended the Inform RMS Core End User Training; 2) Daily user of the designated application module; 3) Classroom instruction experience and demonstrated presentation skills. Inform FBR is implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for Inform FBR. 7.7.1 Inform FSR System Orientation The Inform FBR System Orientation is conducted at the Client's site and led by a TriTech Business Analyst. The duration of the Inform RMS System Orientation is generally between 1 -2 days and includes a Business Process Review of the Client's operations. This System Orientation can be conducted in conjunction with Inform RMS if purchased together. Some key discovery points for the Inforn FBR System Orientation are as follows: a) Work Flow — Understanding the workflow processes for the field reports. This may include time observing Departmental Divisions such as Records Staff and Ride- Alongs with field units. b) Review reporting requirements (reporting segmentation and the like). c) Event numbering (Incidents) including master incident numbers and case numbers. It is recommended that the number of attendees in the System Orientation is limited to 10 -15 to allow for more effective communication during the session. Based on the key discovery points during this session, it is necessary that the attendees include ind'iv'iduals who can properly address these key points and make configuration decisions. During the System Orientation session, the Business Analyst will facilitate an operational review of htfonn FBR by demonstrating various System functionality and start gathering the configuration information. Due to the integration and sharing of Code Files with Inform RMS, a System Modulo Setup worksheet (SMS) will not be used with Inform FBR. This information will be collected through the Inform RMS System Module Setup (SMS) as needed Note:. As part of the System Administrator training the FBR Administrators will learn to complete the personnel registrations within Inform FBR, It is the responsibility of the client to complete the Inform FBR personnel user registrations, 7.7.11 TrlTech Responsibilities a) Schedule the System Orientation meeting in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion two weeks prior to each meeting. o) Conduct the meetings based on the distributed agenda. d) Document the Client's requirements and configuration specifications resulting from the System Orientation discussions. 50 25B -96 Project Execution e) Document and assign owners and due dates to any action items and track all action items to closure. f) Document any gaps between the standard functionality of the System and functionality required by the Purchase Agreement for further analysis and discussion and/or facilitate the change control process. Client requested changes for changes beyond the scope of the Purchase Agreement will be evaluated at this phase, but will have to be evaluated for the potential impact on the Project Schedule and for additional project charges to be paid by the Client, g) Produce a System Orientation Report with the key decisions and configuration points as a result of the System Orientation. h) Prepare and submit a TCR upon completion of relevant activities. 7.7.11 Client Responsibilities a) Provide adequate facilities to comfortably hold the System Orientation to include a computer projector, whiteboards, and adequate seating. Two projectors are preferred. Ii) Ensure participation of key stakeholders and decision - makers in the System Orientation process. c) Provide subject matter experts that can explain the agency's current work flow and application processes. These persons should have the ability to male decisions regarding any changes in work flow that may arise through the use of the new Inform RMS System. d) Provide subject matter experts with the ability to gather and provide the data elements used to build Code Files to TriTech. e) Provide subject matter experts that will be the FBR Administrators, as well the RMS Administrators that will be responsible for the ongoing maintenance of the RMS Code Files and configuration (RMS Administrator) as they will need to understand how these work with FBR. t) Provide subject matter experts that can provide information on technical Systems (Interfaces and Hardware/Network/Applications), g) Review and approve applicable TCRs. 71.2 inform FBR Administration Training After the System Orientation, and once, the System has been installed at the Client site the TriTech project team will conduct the Inform FBR Administration Training session at the Client site. The class will introduce the student to the, administration responsibilities for implementation, configuration, and maintenance of the Inform FBR system. During this session a subset of the Client staff is trained on the proper configuration of the Inform FBR software, This training also instructs the designated Client personnel in methodology for creating the user registrations, establishing and assigning user roles in the Inform FBR System, creating report templates, and structuring FBR workflows. This class is recommended for the personnel responsible for the implementation and administration of Inform FBR, In addition, any personnel responsible for policy related decisions as it relates to implementing Inform FBR should attend this class, The Inform FBR Administration Training is a one (1) day class and will ideally be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Comprehensive understanding of the report workflow function within the agency. 2) Clear understanding of current departmental officer reporting procedures and policies for the agency, and how future policy changes that might be implemented with Inform FBR could improve overall efficiencies. .51 25B -97 Note: The Inform FBR Administration Training is provided to a specialized group within the.Client's team during the course of the Project to assist them with the initialimplementation of the System, as well as the maintenance of the System on a routine basis, This training will be provided before "c(mtlircting the FAT foi• Inform FBR. 7,7.2.1 TriTech Responsibilities a) Schedule the Inform FBR Administration training in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Conduct the meetings based on the distributed agenda. d) Provide an electronic copy of Inform FBR user manuals c) Provide standard training sessions on the methodology for establishing user roles, creating templates, and structuring workflows in Inform FBR. f) Prepare and submit a TCR upon completion of the training. 7.7.2.2 Client Responsibilities a) Provide facilities to hold the training activities. b) Ensure participation of the appropriate personnel. c) Upon completion of training create personnel registrations, user roles, templates, and structure desired workflows in Inform FBR, d) Review and approve the applicable TCR. 7.7.3 Inform FBR System COnfiguratian After successful completion of the Inform FBR Administration Training, the Client's Inform FBR Administration team will complete the configuration of Inform FBR user roles, users, workflows, and templates. 7.7.111 TrlToch Responsibilities a) Be available to provide remote assistance and direction to the Client during the course of the configuration. b) Monitor the progress of this task to ensure timely completion of the configuration activities to support the Project timelines. 7,7.3,2 Client Responsibilities a) Complete the configuration of the production Inform FBR to support the Project t mehnes. b) If necessary consult with TriTech on any questions that may arise during the data entry and configuration activities, 7.7.E Inform F8RWJorkshop After the Inform FBR Administration Training has been completed, the TriTech project team will conduct an Inform FBR workshop session at the Client site. This session is intended to be an extension to the Infornn FBR Administration Training to provide the Client with more extensive training on more complex implementations. 52 r - •• Project Execution 73.4.1 TYITech Responsibilities a) Schedule the Inform FBR Workshop in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two w weeps prior to each meeting. e) Conduct the meetings based on the distributed agenda. d) Upon completion of the training send a TCR to the Client 7.7.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Continue the configuration activities after completion of this training. d) Sign the appropriate TCR. 7.7.5 Inform FSR Functional Acceptance Testing, (FAT) Inform FBR Functional Acceptance Testing follows a standard approach and format. An Inform FBR Business Analyst performs the acceptance testing with the Client, prior to the start of End User Training. This process will be based on the standard'friTech FAT documents. The FAT documents have a standard content and format. The standard TriTech FAT documents will be sent to the Client for review prior to conducting the tests. The FAT results are documented in a TCR for verification and approval by the Client. Upon completion of FAT, the Client and TriTech will review the list of FAT failures (if any), and perform an assessment of the errors and detennine the timeline for remedying the issues (pre versus post Go Live). TriTech will repeat any specific failed FAT tests following the correction of any issues which has caused the test to fail. This process will not include a repeat o the entire tests, 7.7,5.1 TriTech Responsibilities a) Deliver TriTech's standard FAT documents to the Client for review no later than two weeks prior to conducting the FAT. b) Provide a TCR to the Client to approve the receipt of the FAT documents. c) Assist the Client in conducting the FAT in accordance with FAT documents. d) Identify and document any issues discovered dining the FAT, e) Upon successful completion of the FAT, provide a TCR to the Client, to be reviewed and if approved; signed and returned to TriTech. All FAT exceptions will be noted in the TCR. f) Schedule follow up testing for validation of any failures and exemptions to the FAT after such failures and exemptions have been resolved, and document the results. 7.7.5.2 Client Responsibilities a) Provide adequate facilities to execute the FAT. b) Review and approve the final FAT documents that have been delivered by TriTech in accordance with the Final Project Schedule. c) Participate in the FAT by providing operational subject matter experts. d) Assist TriTech in documenting FAT findings and results. 63 25B -99 25B -100 e) Review and approve the appropriate TCRs. Completion Criteria This task is considered complete when, (i) the Inform RMS Preliminary Functional Acceptance Test is complete; (ii) Any test failures have been documented; (iii) TriTech has corrected test failures, or TriTech and the Client have reached a mutually- agreeable approach to resolving and correcting each failure, 7,7.6 Inform FBR Training Note: Training classes are conducted based on the quantities that are specified in the Purchase Agraenrent. The appearance of a course description in this Statement of Work does not mean a course will be conducted — it roust be listed in the Purchase Agreement. Inform FBR Training classes are conducted on consecutive days and weekdays (Tuesday- Friday) during business hours. TriTech and the Client will work together to accommodate occasional Monday classes Training classes will only be delivered after the FAT has been completed and the results are documented, A detailed description of these classes is provided below: 7.7.6.1 TriToch Responsibilities (for all Inform FBR Classes) a) Conduct a training orientation via conference call between the assigned TriTech Training personnel and the designated Client representative. The objective of this session is to define fire Training Schedule, based on the configurations of the Subsystem. b) Schedule the Inform FBR Training class(es) in accordance with the Client's availability and the Project Schedule. c) Prepare slid distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. d) Develop and provide the Inform FBR Training Plan for all licensed product options to the Client. e) Conduct the training session(s) for the licensed product options on a mutually agreed to schedule. f) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes. 7.7.6.2 Client Responsibilities (tor all Inform FER Classes) a) Participate with the training orientation by providing a decision maker that can articulate the specific business practices that have been used in guiding the build of the Clients System. b) Provide facilities for the execution of the training to include adequate seating for each workstation and an overhead projector. C) Provide an Inform FBR Administrator for each class that can answer agency specific questions as related to the build of the Client's system, d) Review and approve the applicable TCRs, 7.7.6.3 Inform FBR Core End UserlTraln -The- Trainer Training The Inform FBR Core End User and Train=The- Trainer Training is a hands -on course provided by TriTech's training specialists, This class will prepare the students to utilize Inform FBR in order to enter their standard reports such as State Reportable Incidents, Arrests, Citations, Accident Reports, and Field Interviews, Supervisors will reviewed and approve or reject the reports. Once reports are approved, they will transfer into the Inform RMS application. 5A 25B -101 Project Execration The purpose of the Train the Trainer program is to allow agencies to have qualified staff available to train end users on the features and functionality of the Inform FBR product. Agencies designate personnel to receive TriTech instructor led training on how to properly train and work with the system. This allows agencies to train their own personnel using a systematic approach that has been developed by TriTech. This two (2) day course prepares the client designated trainers to train end users on Inform FBR. This Training is recommended for all personnel responsible for writing incident reports and Field Interviews, as well as the supervisors responsible for reviewing and approving reports. The Inform RMS Administrator, Record Clerics, or any other personnel that will interact with utilizing the FBR application can also benefit from this class. Ideally, training classes will be conducted between Tuesday and Friday. The number of students attending the User Training course will be limited to no more than ten (10) students per class. Prerequisites: 1) Basic understanding of computers and the Microsoft Windows Environment, 2) Basic understanding or the agencies report writing and submission policies and procedures. 3) Basic understanding of UCR or NIBRS Reporting requirements. Completion Criteria: This task is considered complete upon completion of each of the scheduled classes. 7.7,6.4 TriTech Responsibilities a) Schedule the FBR Core End User /Train -The- Trainer Training class(es) in accordance with the Client's availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Client review or completion to all required attendees two weeks prior to each meeting. c) Develop and provide the FBR Training Plan for all licensed product options to the Client. d) Provide an electronic copy of the FBR technical and user manuals. e) Conduct the training session(s) for' the licensed product options on a mutually agreed to schedule. I) Upon completion of the training send a TCR to the Client. 7.7.6.5 Client Responsibilities a) Provide facilities to comfortably hold the training activities, and workstations with FBR application installed. b) Schedule and conduct the Client led End User Training, to allow for completion of the Inform ,FBR End User training no later than one week prior to Go Live. e) Ensure that all the appropriate Inform FBR end users attend the core end -user training classes. s1) Ensure that each FBR end -user completes all relevant training modules before assigning the end -user a username and password to access Inform FBR. c) Review and approve the applicable'TCRs. 7.8 Inform RMS and Inform FBR Integration Testing _ Once the FAT is concluded for Inform RMS and the Inform FBR Subsystems, and Interfaces that are scheduled to Go Live with Inform RMS acrd in preparation for Go Live, TriTech and the Client will conduct a one day Integration Testing. The Integration testing will be conducted based on a number of scenarios that test the records management process. These scenarios involve the Subsystems and Interfaces that are scheduled to Go Live with Inform RMS and can be tested in the pre - production environment. A small group of the Client staff (1 -2 Records staff and field users) should participate in this test with TriTech. TriTech will work with the Client on defining a set of test scenarios that test the system based on the Client's practices. It 55 25B -102 is recommended that the Client utilizes sample calls from their legacy System, These scenarios must be signed off prior to commencement of the integration testing. 7.8.1 TriTech Responsibilities a) Schedule an Integration Testing with the Client. b) Assist the Client in preparing test scenarios that can be used during this test and closely simulates the normal Client's call flow, c) Prepare and submit a TCR to the Client documenting the tests that will be used for Integration Testing. dl) Participate in the Integration Testing with the Client. e) Prepare and submit TCRs upon successful completion of the Integration Testing. 7,8.2 Client Responsibilities a) Provide test scenarios that closely simulate the Client's normal call flow. b) Participate in conducting the Integration Testing. c) Review and approve the applicable TCRs, TriTech.com IQ and Analytics are implemented through a series of standard steps and process gates. These steps are designed to ensure that the operational needs of the Client are identified, the configurations are verified, and the system is tested to validate the proper functionality of the system prior to deployment. The following sections describe the implementation process for TriTech.com IQ and Analytics. 7.9.1 Historical Data import and Synchronization The historical data import is a process by which TriTech extracts applicable data from TriTech applications and imports that data into TriTech.com IQ. The data is then available for search, reporting, analytics and dashboard design functionality subject to subscriptions purchased. The Historical data import includes up to five (5) years of data from each of the following TriTech source applications. Note: Each application must be on release versions designated as TriTech.com IQ compatible. • TriTech's Inform CAD + TriTech's Inform RMS Note: Data import from any other sources, or greater than 5 years is subject to additional services and will be priced separately, The data available in IQ from Inform CAD and Inform RMS is listed in each applications' IQ Field Mapping Guide, 7.9.1.1 TriTech Responsibilities it) Deliver the TriTech.com Client Readiness Checklist to Client and review with Client once completed and returned. b) Install and Configure Synchronization. C) Perform historical Bulk Import. d) Configure TriTech,com IQ: ea 25B -103 Project Execution o Provision Agencies within IQ o Provision Administrator Users within IQ e) Prepare and submit Task Completion Reports (TCR) to the Client far approval to document delivery of products and services. 7.9.1.2 Client Responsibilities a) Complete the TriTech.com Client Readiness Checklist, return and review with TriTech once completed, address any necessary requirements, is) Provide remote access to TriTeeh's implementation team to Client servers. c) Make appropriate Client staff available during the installation to assist TriTech's implementation team in resolving any issues during the process. (1) Review and approve the applicable TCRs. 7.9.2 TrlTech.com iQ and Anaiytics Administration Training (Remote.) This TriTech instructor led class is designed for those individuals who will be responsible for the administration of TriTeoh.com IQ, Participants will be instructed on how to configure, administer, and operate TriTech.com IQ in an administration role. The recommended class size for this training is up to 9 participants. This training is up to 4 hours and is delivered in one remote session, At the completion of the training, participants will be able to perform the following: • Access and successfully login to IQ • Understand the TriTech.com IQ site • Understand the management console for TriTech.com IQ • Create and manage roles • Create and manage users 7.9.2.1 Tr!Tech Responsibilities a) Schedule the Administration training in accordance with the Client's availability and the Project Schedule. b) Provide standard Administration training sessions for Client personnel C) Prepare and submit TCRs upon completion of the training. 7.9.2.2 Client Responsibilities a) Schedule appropriate personnel to attend Administration training. b) Ensure participation of the appropriate personnel. e) Review and approve the applicable TCRs. 7.9.3 TriTech.com IQ Core End User Training (Remote) This TriTech instructor led class is designed for the end users of TriTech.com IQ. End users include roles such as officers, records clerks, dispatchers, dispatch supervisors, managers, and agency administrators. This class may be attended by the end users, or trainers who will be training the end users within the agency(ies). The recommended class size for this training is up to 12 participants. This training is up to 4 hours and is delivered in one remote session. 57 25B -104 At completion of this training, participants will be able to perform the following: • Access and successfully login to IQ • Understand the TriTech.com IQ site • Use links within the site • Use Online Help • Use Search Filters • Save searches and manage saved searches • View Search History • View Search Details • Set up Search Alerts and manage alerts • Create and access reports These half day courses are conducted remotely and trains a core set of end users on the TriTech.cotn IQ System, Typically, the remaining end users will be trained via Client delivered training sessions. The number of students attending the User Training course will be limited to no more than ten (10) students per class. NOW An 7.9,3.1 TriTech Responsibilities must complete Client provided end user trainh fl) Schedule the TriTech.corn IQ Core End User Training class(es) in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. C) Prepare and submit a TCP, to the Client upon completion of the training. 7.9.3.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Ensure that all TriTecb.com IQ core end -users attend the end -user training provided by TriTech. d) Provide TriTech,com IQ training to all other end users, e) Ensure that each TriTech,com IQ end -user completes relevant training before assigning the end -user a username and password to access the TriTech.com 1Q. Review and approve the appropriate TCR. 7.9.4 TMTech,com IQ Alnaiytlos End User Dashboard Training (Remote) This TriTech instructor led class is designed for hrdividuals who will be using Analytios Dashboard, The recommended class size for this training is up to 9 participants. This training is up to 8 hours and is delivered in one remote session. At completion of this course, participants will be able to perform the following: • Access Analytics Dashboard 58 25B -105 Project Execution • Successfully Login to Analytics Dashboard • Filter Data • Use Analytical Combo Controls • Use interactive data selection to identify trends and Ivey relationships • Perform operational trending and historical analysis • Expedite and enhance reporting activities • Measure performance against work plan or work productivity levels This course is conducted remotely and trains a core set of end users on the TriTech.com Dashboard System. Typically, the remaining end users will be trained via Client delivered training sessions. Note: All remaining Td"I'ech.com Analytics Dashboard end users must complete Client provided end user training. 7.9.4.1 TriTech Responsibilities a) Schedule the TriTech.com IQ Core Analytics Dashboard Training classes) in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. C) Prepare and submit a TCR to the, Client upon completion of the training. 7.9.4.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. C) Ensure that all TriTech.com Analytics Dashboard core end -users attend the end -user training provided, by TriTech. d) Provide TriTech.com Analytics Dashboard training to all other end users. e) Ensure that each TriTech.com Analytics Dashboard end -user completes relevant training before assigning the end -user a username and password to access the TriTech.com Analytics Dashboard, f) Review and approve the appropriate TCR, 7.9,5 TrlTech.aorn Anaiytios End User Report Training (Remote) This TriTech instructor led class is designed for individuals who will be using TriTech.com IQ reporting. The recommended class size for this training is up to 9 participants. Typical time length for this training is up to 4 hours and is delivered in one remote session. At completion of this course, participants will be able to perform the following: • Access IQ Reports • View reports • Edit reports • Copy reports • Export reports • Use the Report Writer (if applicable) 59 25B -106 • Use filtering options • Sort, Group, and generate Total Counts • Share reports This course is conducted remotely and trains a core set of end users on the TriTech.com Analytics Report System, Typically, the remaining end users will be trained via Client delivered training sessions. Note: All remaining TriTech.00m Analytics Report end users must complete Client provided end ser training. 7.9.5.1 Trfrech Responsibilities Si) Schedule the TriTech.com IQ Core Analytics Report Training class(es) in accordance with the Client's availability and the Project Schedule. b) Conduct the training session(s) on a mutually agreed to schedule. c) Prepare and submit a TCR to the Client upon completion of the training, 7.9.5.2 Client Responsibilities a) Provide adequate facilities to comfortably hold the training activities. b) Ensure participation of the appropriate personnel. c) Ensure that all TriTech.com Analytics Report core end -users attend the end -user training provided by TriTech. d) Provide TriTech.corn Analytics Report training to all other end users, e) Ensure that each TriTech.corn Analytics Report end -user completes relevant training before assigning the end -user a username and password to access the TriTech.com Analytics Report. fr) Review and approve the appropriate TCR. 7,10Implementation of System Interfaces 7.10.1 Inform Standard Interfaces' Requirement Gathering and Configuration The functionality and applicable configuration options for each of the TriTech Standard Interfaces are described in the Interface Requirements Documents (;[RD), A TriTech Systems Engineer will review the IR.Ds for each of the applicable Standard Interfaces with the Client's subject matter experts and prepare an hnterface Configuration Document (ICD) detailing the parameters that will be set to meet the desired functionality for the Interface, This process may be performed for different interfaces at different tunes. This process may be performed remotely via phone conference. The Client is responsible for engaging the third party vendors whose systems are being interfaced with, so that an end to end flow of the data is discussed. TriTech Systems Engineer will configure and install the Standard interfaces on Client's system hardware. IRDs are not Client specific documents, and not subject to edits, changes, or approval. Client specific configurations for Standard Interfaces are documented in the Interface Configuration Document (ICD) and must be approved prior to configuration of the interface. Installation and configuration of Standard Interfaces can only be performed by qualified members of TriTech System Engineering or Engineering teams, using proprietary tools, Any changes to the requirements of the Records Check Interface from the approved Configuration worksheet will be subj cot to additional cost and 60 25B -107 Project Execution configuration tune. Once each of the Standard Interfaces are installed and configured, they can be staged for FAT. TriTech is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by the third party vendors engaged in the implementation of the standard or custom interfaces, unless the work is defined under a subcontract with TriTech within the scope of this Purchase Agreement. Note 1: Standard Interfaces are developed and enhanced within the TriTech product version process for TriTech software products (such as Inform CAD). Changes to standard Interfaces will require adherence to the development life cycle therein. Changes to standard Interfaces that are delivered within this life cycle will require the Client's system to be on a compatible version. Note 2: The Client's provision of Interface Regtiuirctmems for Standard Interfaces is an early Project checkpoint. This information is needed to prepare the configuration sheets for Standard Interfaces, Incomplete, inaccurate or delayed information can have a. cascading effect on the Project Schedule, and may result in a significant delay in completion of the project, since modification to Standard Interfaces are only released with a major version of inform CAD. Note 3: Any changes to the configuration of Standard interfaces made by the Client makes the Interface non - supportable. Note 4: The Client is responsible for any services or software needed from such Tlilrd Party Systems to allow for interaction with the Third Party System or for connecting to TriTech interfaces Software in the absence of a Third Party APL TriTech is not responsible for any cost associated for the API, any required third party labor certification testing, cost associated with required programming or custom work by the third party vendors, or'' any license fees that maybe required by the third party vendors. - 7.10,2 Custom Interfaces' Requirement Gathering and Configuration A TriTech Systems Engineer will review requirements specified by the FDDs applicable to Custom Interfaces, and lead gathering detailed operational requirements within the scope of the Purchase Agreement. This process may be performed for different interfaces at different times. This process may be .performed remotely via phone conference. Once sufficient information has been gathered to describe the operational functionality of the Interface, the Systems Engineer will create Operational Scenario Documents (OSD) detailing the operation of the Interface. Client's input in detailing all relevant information regarding the operations of these interfaces and interactions with the external systems are essential to timely and accurate development of the OSDs. The completed OSDs will be provided for Client's review. This document must be approved by both the Client and TriTech prior to development, The Client will be given a TCR that the document was provided, meets the requirements and has been reviewed with the Client. The Client must review the OSD within 10 clays from delivery by TriTech, and provide comments and questions back to TriTech or provide approval if no changes or edits is necessary. fat 25B -108 The Client is responsible for obtaining the API for each of the third party vendors that TriTech applications are interfacing with. The API must be for the version of the third party software that TriTech will be interfacing with. The timelines for providing these documents to TriTech is concurrent with development of the OSD, so that any limitations associated with the level of integration with the third party application call be taken into consideration. Upon approval of the OSD the custom interfaces are developed by TriTech engineering team. Once developed, these interfaces will be installed on Client equipment and go through testing with the Client and applicable third party vendors who own and administer the vendor side of the interface. The Client is also responsible for coordinating execution of a mutual Non- Disolosure Agreement (NDA) between the third party vendors and TriTech before any technical information or documentation can be exchanged or testing can commence. Note t: The Client's provision of Imerface requirements for each of the Custom Interfaces is atr early Project checkpoint. This information is needed to develop the OSDs for Custom Interfaces. Incomplete, inaccurate, or delayed infornation can have a cascading effect on the Project Schedule, and riiay result in a'sir Iornt delay in in ofthe projOct. Note 2: The Client is responsible for providing Application Programming Interface (API) documentation for the Third Party Systems, The APT must document the integration process for the level of interface integration defined by TriTech's response to the RFP. The Client is responsible for any services or software needed from such Third Party Systems to allow for integration with the third party system: Note 3: The scope of functionality for the custom interfaces is limited to 1) the capability of the THTeolr System being interfaced and 2) the Application Programming Interface (API) ' ------c�ap±lities of the external system being interfaced. Note 4: High level descriptions of each of the custom interfaces in Appendix D - Custom TriTech Interfaces; will become the basis for the scope. of detailed requirements;'describod in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order, Note 5: The Client is responsible for coordinating the development of the vendor side of all interfaces to the third party applications for the interfaces that the vendor is not a TriTech Subcontractor, based on the Purchase Agreement. Note 6: TriTech is not responsible for any cost associated for the API, any required third party lab or certification testing, cost associated with required programming or custom work by the third party vendors, or any license fees that may be required by the third party vendors. 62 25B -109 Project Execution 7.10.3 Interface Functional Acceptance Testing (FAT) All Standard and Custom Interfaces are subject to Functional Acceptance Testing (FAT). FAT for Standard Interfaces is based on a standard set of TriTech FAT documents for each interface, as they are applicable to Client's configurations. FAT for Custom Interfaces are based on the functionality described in the approved OSD for the interface. This process will be based on an FAT document developed by the TriTech Systems Engineer, The test source will be the provided IRDs; therefore all Standard Interfaces will be tested against standard, predefined. TriTech FAT documents. These tests have a standard format and will be sent to the Client for review prior to conducting the FAT. TriTech will repeat any failed FAT test following the correction of any issues which has caused the test to fail. 710,3.1 Tri rech Responsibilities a) .Provide the 1RD to the Client for review for each of the Standard Interfaces, b) Prepare and submit a TCR to the Client, documenting the delivery of the 1RDs to the Client for Standard Interfaces. ¢) Review the IRD with the Client for each of the Standard Interfaces and gather and document the configuration options for the Interface. d) Install and Configure the Standard Interfaces based on the agreed upon configurations. e) Gather the operational requirements for each of the Custom Interfaces and develop and OSD. f) Provide the OSD to the Client for review and approval. (for custom interfaces only) g) Prepare and submit a TCR to the Client, documenting Client's approval of the OSD for each of the Custom Interfaces. h) Develop the Custom. Interfaces based on the approved OSD. 1) Install and configure the Custom Interfaces. j) Prepare and submit TCRs upon installation of the Interfaces. ]t) Develop FAT documents reflecting feature descriptions found within the provided and applicable OSDs. 1) Provide the FAT documents to the Client for review prior to conducting the FAT for each interface. m) Provide a TCR to the Client to approve the receipt of the FAT documents. n) Assist the Client in conducting Acceptance'Testing in accordance with FAT documents. o) Prepare and Submit a TCR, documenting completion of FAT including any exceptions to FAT. p) Resolve FAT issues and re -run tests as required. 7.10.3.2 Client Responsibilities a) Participate in the review of the IRDs and provide the configuration information to TriTech. b) ;Provide the information that is necessary for development of the OSD for each Custom Interface. e) Obtain the API for each of the third party applications that TriTech interfaces with and provide the document to TriTech. d) Review and approve the OSDs based on the required timelines. e) Engage the third party vendors in the requirement gathering, development, testing and other interface development activities. ea 25B -110 1) Review and approve the FAT documents. g) Participate in the FAT. 11) Assist TriTech in documenting PAT findings and results, i) Review and approve the applicable TCRs, 7.10.4 Mock Go Live This task allows the participants to conduct a dry run of the actual subsystems that are scheduled to cutover concurrently. The purpose of this process is to reduce or eliminate actual cutover problems and to confirm that all preparations for go -live activities have been completed. In the event all subsystems Go Live concurrently, the mock Go Live exercise will be a one -time event. In the event subsystems Go Live independent of one another, one mock Go Live will be conducted for CAD and Mobile (and relevant interfaces), and a separate mock Go Live will be conducted for RMS, FBR (and relevant interfaces), For each mock Go Live exercise, the Client will conduct a two (2) day mock Go Live, simulating system cutover with all subsystems and interfaces operational, following FAT and Integration Testing. TriTech will respond to questions that arise during the process, participate in the post mock -Go Live review, and cotrect deficiencies that arise from the process which are their responsibility, TriTech personnel will be on -site for two (2) days for each mock Go Live exercise. The mock Go Live verifies that the following has occurred: • Cutover plan approval • Verification and approval of a schedule for Go Live activities • Identification and scheduling of TriTech and Client resources required for Go Live activities • Notification of planned system cutover to internal and external interface stakeholders supplying systems integral to Go Live operations TriTech Team Participation: • Project Manager • Subsystem Business Analyst(s) Client Team Participation: • Proj act Manager • SME's • Additional staff, as needed, to conduct Mock Go Live 7.10.5 Tri1 "ach Responsibilities; ae) Be available onsite (and by telephone) for Client inquiries b) Participate in a post mock -Go Live discussion to review the findings and observations e) Connect any issues and software errors which arise during the mock Go Live d) Collaboratively update the system cutover plan with the Client 64 25B -111 Project Execution 7.10.6 Client 1° 2osponslbllltles: a) Develop a script sufficient for testing the system features and functions, using a live environment necessary to conduct a comprehensive trial examination of the products h) Document all findings and observations c) Facilitate a meeting after the mock Go Live to review the findings and observations and determine corrective activities on the part of the Client and TriTech d) Develop a list of outstanding items which must be corrected prior to actual cutover e) Collaboratively update the system outover plan with TriTech Completion Criteria: This task is considered complete when: i) The mock Go Live has been executed; and ii) An updated system cutover plan has been developed by both parties and delivered to the Client; and iii) The Client and TriTech mutually agree upon a list of outstanding items which must be corrected prior to cutover, along with the respective parties' responsibilities in correcting such items. 7.11 System and Subsystem Go Live The "cut over" of Inform CAD, Inform Mobile, Inform RMS, Inform FBR, and Inform CAD Browser Subsystems and all Interfaces into the production environment is a highly orchestrated activity that will require a number of resources from both the Client and TriTech teams. It is recommended that Inforrn CAD, Mobile, and the Inform CAD Subsystems (such as the Go Live interfaces) are taken into production at one time, then other systems, such as Inform RMS, and Inform FBR are taken into production in a ,second phase following the Inform CAD /Mobile cutover. 7.11.1 Inform CAD, Mobile, and Inform CAD Interfaces Go Live TriTech utilizes a pre -Go Live checklist to track the various go live preparation activities to ensure readiness of the System prior to Go Live. There are some tasks that must be performed by the Client, which are detailed in the pre-Go Live checklist. This activity begins several weeks in advance of Go Live. TriTech will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's conffrrnation that the System and staff are ready for Go Live. Prior to Go Live the pre - production test data will be purged from the Client's system. The equipment is staged to move into the communications center and /or unit's. Units and personnel are logged into the System and Interfaces are activated, At Go Live, the TriTecb and Client implementation teams will support the users in the transition to the new System. Any issues are logged and resolved, through TriTech Technical Services. A more detailed Go Live plan will be provided with adequate lead time, The duration of the Go Live support for Inform CAD and its subsystems for this project will be three (3) days (to include pre and post cutover) by two (2) people. The Project Manager will be an active. participant in the Go Live process. The breakdown of onsite Go Live Services is as follows: Inforrn CAD, Mobile, and Inform CAD Interfaces CAD and Mobile (2 people per 12 hour shift - 3 days, 24 hour coverage) 65 25B -112 7.11.9.1 TriTech Responsibilities a) Provide to the Client a Go Live check list with adequate time for review. b) Identify the participants for the Go Live. c) Have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live check list. d) Provide System monitoring resources following the actual System cut over as specified within Vie Purchase Agreement. e) Prepare and submit a TCR. 7.11.1.2 Client Responsibilities a) Review and discuss the Go Live checklist. b) Complete Mobile roll out process prior to Go Live. C) Review and approve the Go Live authorization letter no later than 3 weeks prior to the scheduled Go Live. d) Provide adequate persons for the supervision and monitoring of the Client's Inform CAD end users 24/7 beyond the participation of the TriTech staff. c) Provide dedicated workstations (preferably 2 workstations) for TriTech support staff dining Go Live support period. f) Provide 24/7 Client IT support. g) Develop a process for the reporting and resolution of field mobile issues. h) Review and approve the applicable TCR. Completion Criteria This section is considered complete when Inform CAD, Mobile, and applicable interfaces are placed into production operation and all Go Live activities have been completed. 7.11.2 inform RMS and Inform FBR and interfaces Go Live Once end -user training has been completed and Inform RMS is ready to be placed into production, TriTech will assist the Client in placing the system into operation. In preparation for Go Live, TriTech will assist the Client in cleaning the training data from the Inform RMS System. TriTech will provide the Client with a standard Go Live authorization letter that must be approved by the Client no later than 3 weeks prior to Go Live. This letter will list all the Subsystems that are scheduled for the Go Live, and any exceptions to Go Live applications. It also memorializes the date and time of Go Live, as well as the Client's confirmation that the System and staff are ready for Go Live. At Go Live, the TriTech and Client implementation teams will support the users in the transition to the now System. Any issues are logged and resolved through TriTech Technical Services. A more detailed Go Live plan will be provided with adequate lead time. The duration of the Go Live support for Inform RMS and FBR is as follows: Inform RMS /FBR Go Live RMS (1 person per 12 hour shift, single shift - 2 days) FBR (I person per 12 hour shift, 24 hour coverage - 2 days) 66 25B -113 Project Execution If the Pasties agree to exercise a concurrent Go Live event for CAD, Mobile, RMS, FBR, mid Interfaces, the activities associated with each Go Live will occur by the respective teams in a coordinated manner, 7.1127 TriTech Responsibilities a) Prepare and submit a Go Live authorization letter to the Client, a) Identify the participants for the Go Live in accordance with the terms of the Purchase Agreement. b) have specified personnel onsite in advance of the Go Live date to begin the final inspection of the Client's system as part of the Go Live preparations. c) Be on -site to assist the Client in placing the system into production status. d) Assist Client staff in using the system and assist the computer operations staff in supporting the system. e) Provide System monitoring following the actual System cut over as specified within the Purchase Agreement. 1) Prepare and submit a TCR upon first Live operation of Inform RMS/FBR. 7.11.2.2 Client Responsibilities a) Complete Inform RMS /FBR roll out to support the Go Live date, b) Review and approve the Go Live authorization letter no later than 3 weeks prior to each scheduled Go Live. c) Complete all relevant end user training to support the Go Live of the Subsystems. d) Place the software into production and begin operational use in consultation with TriTech and in accordance with the proioct schedule. e) Provide adequate persons for the supervision and assisting the end users beyond the participation of the TriTech staff, 1) Provide dedicated workstations for TriTech support staff during Go Live support period. n) Provide Client IT support to cover all Client end user and TriTech staff hours of operation. h) Develop a process for the reporting and resolution of issues, i) Review and approve the applicable TCR. Completion Criteria: This section is considered complete when Inform RMS, FBR, and applicable interfaces are placed into production operation and all Go Live activities have been completed. 67 25B -114 When all pre and post go live project deliverables have been completed, the Project Closure process will commence. In advance of project closure, a call with TriTech's Technical Services Group will take place to talk about the transition from the implementation process to the customer support procedures for ongoing maintenance of the system. Any remaining Project related administrative tasks will be completed by TriTech and Client. Project documentation will be archived and the primary Client interaction is officially handed over from the TriTech Project Manager to the TriTech Account Executive and support group, 8A System Transition Following Go Live, there is a transition period where the Client moves from the implementation team to the support team. This transition will change the Client's primary point of contact from the Project Manager back to the Account Executive. Software support will be handled through the Technical Services Group. The Client's issues will be entered, tracked, and managed via a computerized and web - enabled issues tracking system. This tracking system will become available to the Client at system installation. 6.1.1,8 TriTech Responsibilities a) Provide payment reconciliation, final TCRs and final invoices. b) Transition the TriTech point of contact from the Project Manager to the Account Executive and Technical Support Department, c) Provide continued support based on terms of Purchase Agreement. 6.1.1,2 Client Responsibilities a) Provide approval of Project TCRs within five (5) business days. b) Provide payment reconciliation and payment of final invoices. 68 25B -115 ' R:'.. Etta, Note: Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subjeot tc formal Change Order. List of Product Modification OSDs: There are no product modifications proposed for this project. 75 25B -116 jfO011 $ystem beinginterfaced and 2) the capabilities of the external Note: high level descriptions of each of the custom . interfaces below will become the baste is far the scope of detailed requirements, described in the OSD, Any ohanges in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change . Order, Note: The Client responsible for coordinating the development of the vendor side of all interfaces to the third patty applications for the interfaces that the vendor is not a TriTcch Subcontractor, based on the Purchase Agreement, List of Project's Standard Interface: CAD Interfaces: 1.. Standard ANVALIInterface (Production and Test Environments) 2. Standard Push to Talk Interface (Motorola Cold Elite) (Production Environment only) 3, NCICIState Message Switch (Production Environment only) 4. RMS to CAD (Premise Import) (Production Environment only) RMS Interfaces: L Inform RMS Pawn Interface (Production Environment only) I Enhanced NCIC(Production Environment only) I Signature Capture (Production Environment only) An integration will be provided between inform RMS and CopLogio. This integration will be provided by Cop,Logic at no charge and does not involve or require ally services or license by TriTech. 76 25B -117 Appendix C - Standard TrdTech Interfaces CAD NCIC State Message Server The Standard NCIC State Message Server includes the following Queries and Connections: L. Standard Queries The. following standard queries /masks will be included in the project, subject to applicable access (State switch access in most states slid County access in California). These standard queries can be performed via CAD PowerLine, CAD Query screen, and Mobile Query screen. • Driver's License Query • Firearms Query (If available through State/NCIC or RMS, this may include historical registration and stolen entry; historical wants) • License Plate Query (If available through State/NCIC or RMS, this may include LoJack) • Name/DOB Query (If available through State/NCIC or RMS, this may include Warrant or MissingfUnidentified person Information) • Property Lookup Query • VIN Lookup Query (Information on specialty vehicles, such as boat, aircraft and the like is only available based upon data available through State/NCIC or RMS. Specialty vehicle databases and queries can be added as custom connections or queries.) • Administrative Messages (available through State/NCIC) Note: None of above queries include updates (Cancel, Clear, Locate, Modify), of new entries. Note: Above queries are included as long as they can run against Standard Connections, or Custom connections specified by the Purchase Agreement 2, Custom Queries Custom queries can be performed via Inform CAD Query screen and Mobile Query screen only. For an additional cost, custom PowerLine commands can be developed for these queries. Examples of custom queries include, but are not limited to the following: • New record entries (For each of Standard or Custom queries) • Updates (Clear, Cancel, Locate, Modify)- (For each of Standard or Custom queries) • Boat queries to separate databases not available through standard connections • Restraining order Custom Queries included in this Purchase Agreement. None 3. Standard Connections The following standard connections will be included in the project, subject to applicable access (State switch access in most states and County access in California). Queries can be configured to access the following connections: • State Justice Switch (Orange County, California) • One TriTeoh Police RMS System • Inform CAD (BOLO and Plate History) d. Custom Connections Custom Connections included in this Purchase Agreement. 77 25B -118 WON o * . �ine i nea[ is responstnre Tor providing Application -Programming Interface (API) - , : documentation to these Third Party Systems that document the integration process for the level of interface integration defined by TriTech's response to the RFP.'The Client is responsible for any services or software needed from such Third Party Systems to allow for interaction with the Third Party System API or for connecting to TriTech Interfaces Software in the absence of a Third Party API, Note: The scope of functionality for those custom interfaces is limited to 1) the capability of the TriTech System being interfaced and 2) the Application Programming Interface (API) capabilities of the external system beine interfaced. Note: High level descriptions of each of the custom interfaces below will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented in the System OSDs, post approval of the OSDs are subject to formal Change Order., Note: The Client is responsibcoordinating the development of the vendor side o£ all interfaces to the third party applications for the interfaces that the vendor is not 'a TriTech Subcontractor, based on the Purchase Agreement. List of Project's Custom Interfaces (FDD's [applicable FDD's are attached at Appendix G] and OSD's to be provided): CAD Interfaces I. CAD TOW to DTS Data Transfer (Production Environment only) RMS Interfaces I , Orange County Court (Production Environment only) 2. Phoenix Group Parking Citation Data Upload (Production Environment only) 3. Llnx (Production Environment only) 4, eSoph Personnel Data Import (Production Environment only) 5. Personnel Data Export (Production Environment only) b. RMS Gun data Export to BAIX (Production Environment only) 7, ATIAIS - Two Way Interface (Production and Test Environment) 8. Brazos Citation Upload (Production Environment only) 9. Coplink Data Export (Production Environment only) 78 25B -119 Appendix n a Custom TriTech Interfaces 10. DOJSex Offender Upload (Production Environment only) 1.1. DTS TOPV to "S TOW (Production Environment onljq 12. Crash Importer (Production Environment only) 13. Master Naine and Image Importer (Production Environment only) 79 25B -120 x .r TriTech has created a standard Acceptance Test methodology which is designed to allow our clients to thoroughly evaluate and verify the functionality, performance, and reliability of the TriTech solution, These procedures include several steps that are described in later sections of the SOW. Upon successful completion of these procedures the system is deemed Accepted. 13.1,1 Functional Acceptance Testing Functional Acceptance Testing (FAT) is conducted on each of the Subsystems prior to conducting the User Training on these applications and staging them for Go Live. The focus of these tests is to verify that each Subsystem meets the functions as described in TriTech's response to the Client's RFP, where applicable, using the applicable TriTech documentation as a basis for functional compliancy. The Functional Acceptance Tests are performed based upon standard TriTech FAT documents (as supplemented by the Client and described in earlier sections of the SOW) that have a standard content and format. These standard FAT documents will be submitted to the Client for review prior to testing. During the scheduled FAT and according to the FAT documents, TriTech and Client project personnel will work to identify any errors where the Subsystem does not conform materially to the FAT documents. Any such errors will be documented by TriTech on a FAT exceptions list. Errors listed on the FAT exception list will be classified by the Client as follows: 1) Pre -Go Live Issues: Issues in the Subsystem that have a substantial negative impact on performing normal daily and monthly operations and therefore must be corrected prior to Go Live, 2) Post Go Live Issues: Issues identified in the FAT testing that do not have a substantial negative impact on perforning normal daily and monthly processes and therefore can be corrected after the Subsystem Go Live. These issues will not be used as part of the criteria for Acceptance. 13.1.2 Integration Testing Following successful completion of the Functional Acceptance Testing, TriTech and the Client will conduct a one -day Integration Test on the subsystems that are scheduled to go live together. The Integration Test will be conducted on the, production environment (pre Go Live), using a number of scenarios designed to test the integration amongst the Subsystems. A small group of the Client staff will participate in this test with TriTech. TriTech will work with the Client to define a set of test scenarios that test the system integration based on the Client's practices. Test scenarios are subject to mutual review and agreement of the Parties, and ultimately Client approval. The scenarios must occur within the defined period of time designated for the integration test and be limited to the scope of the agreed -upon functionality of the system. At the successful completion of integration Testing, without any issues that prevent the System to be taken Live the Client shall provide written approval that the System is ready for Go Live. so 25B -121 1311.A Reliability Acceptance Testing, Subsystem and System Acceptance Final Subsystem Acceptance — Inform CAD, Inform RMS, Inform FBR, and Inform Mobile Subsyste s, Each group of related Subsystems (Inform CAD, Inform Mobile and related interfaces are grouped together, and Inform RMS, Inform FBR and related interfaces are grouped together) shall be assessed separately during the Reliability Acceptance Test period. In the event that these two groups of Subsystems do not Go Live concurrently, they shall go through the Reliability Acceptance Test at different times, in accordance with the criteria set forth by this Agreement. Upon Go Live of each Subsystem or group of related Subsystems, the Client shall utilize the Subsystem(s) for a thirty (30) day Reliability Acceptance Test period to verify system reliability in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in the Agreement) are reported during such thirty (30) day period, the Subsystem(s) shall be deemed to have passed the Reliability Acceptance Test. In the event that a. Critical Priority or Urgent Priority Software Error occurs during the Reliability Acceptance Test period, TriTech shall commence actions in accordance with the Software Support Agreement to correct the reported error. o In the event that a Critical Priority Software Error occurs between day one (1) and day thirty (30) of the Reliability Acceptance Test Period, the Reliability Acceptance Test Period will be stopped and restarted at day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. In the event that an Urgent Priority Software Error occurs between day one (1) and day fifteen (15), the Reliability Acceptance Test Period will be stopped and restarted from day one (1) once the Software Error has been resolved in accordance with the Software Support Agreement. If the Software Error occurs between clay sixteen (16) and day thirty (30), the Reliability Acceptance Test Period will be stopped and restarted from day sixteen (16) once the resolution has been provided in accordance with the Software Support Agreement. 6 If the Subsystems do not pass after three (3) restarts or resumption due to an unresolved. Critical or Urgent Priority software error, the City and TriTech will develop a joint resolution plan. Final System Acceptance. If all Subsystems Go Live together, Final System Acceptance shall occur at the conclusion of the thirty (30) day Reliability Acceptance Test Period defined above. Should the Subsystems be implemented in a two - phased approach with Inform CAD, Inform Mobile and related Interfaces in Phase 1; and Inform RMS, Infonn FBR and related Interfaces in Phase II, Final System Acceptance will be achieved at the conclusion of the thirty (30) day Subsystem Reliability Acceptance test period for Phase 11 (Inform RIvIS, Inform FBR, and related Interfaces) if there are no unresolved Critical Priority or Urgent Priority software errors, including transfer of data between Inform CAD and Inform Mobile, and Inform RMS and Inform FBR as defined in the Software Support. Agreement. In the event of Critical or Urgent Priority software error, the steps in sections 103.1 through 10.3.2 will be followed. 8"7 25B -122 DOCUMENTS The following FDD's are attached: 1) ATIMS Two Way Interface 2) Bair Gun Ops Data Push 3) Brazos Data Upload 4) CAD Tow to DTS Interface 5) Coplink Multiple Publisher 6) Crash Importer 7) LInX Data Publisher 8) Master Name and Image hnporter 9) Personnel Data Exporter 10) Personnel Data Upload 11) Phoenix Data Upload 12) RMS DTS Interface 13) RMS Package Upload to Court 14) Sex Offender Data Upload The FDD's contain the confidential and proprietary information of TriTech Software Systems. 88 25B -123 Contract Price Summary Tril -ech Soflware and Services 2 116 213.60 Equipment and Third Party Software $ 11,818.56 *Project Implementation Total $2128,032.16 *Ongoing annual Software Support Fees are listed in Addendum E Support Terms; Ongoing annual TriTech.com Subscription Fees are listed in Addendum F TriTecb.com Subscription Service License and Use Terms Payment Milestones SOW TrlTech Software and Services Task (Milestones paid upon successful completion criteria) % 6.2 Project Kickoff 10.0% $211,621.36 7.3.4 Inform CAD DOLF 7.0% $148,134.95 7.3.5 Inform CAD FAT 6.0% $126,972.82 7.3.7 Inform CAD Training 6.0% $126,972.82 7.11.1 CAD Subsystem Go Live 6.0% $126,972.82 7.5.4 Inform Mobile FAT - 8.0% $169,297.09 T6.3 Inform RMS DOLF 7.0% $148,134.95 Inform RMS Evidence Data Conversion (Pre -Go Live 7.6.6.2 conversion) 2.0% $42,324.27 7.7.5 Inform RMS FAT 6.0% $126,972.82 7.7.6 Inform FBR Training 6.0% $126,972.82 7.11.2 RMS Subsystem Go Live 6.0% $126,972.82 CAD Subsystem Acceptance 10.0% $811,621.36 RMS Subsystem Acceptance 20.0% $423,242.72 Total 100.0% TrlTech Software and Services Total Payments; $2,116,213.60 Equipment and Third Party Software 100% due on Delivery — there may be multiple Deliveries $11,818.56 Project Implementation Total $2,128,032.16 Santa Ann Copyright © 2015 TriToch Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 48 of I04 25B -124 System Purobase and Support Agreement ADDENDUM A -3 PROPRIETARY INFORMATION' SYSTEM PLANNING DOCUMENT Attached i THESE ADDENDA CONTAIN TRADE SECRET AND O'T'HER PROPRIETARY INFORMATION OF TRITECH SOITWARE SYSTEMS. SUBJECT TO SECTION 11.8, THE INFORMATION CONTAINED HEREIN SHALL NOT RE COPIED OR DISCLOSED TO THIRD PARTIES OR USED FOR ANY PURPOSE NOT DIRECTLY RELATED TO PERFORMANCE, OF THIS ACRERNIENT WITHOUT THR WRIYFEN CONSENT OF AN OFFICER OF TRITECH SOFTWARE SYSTEMS, Santa Ana System Purchase and Support Agmement Copyright © 20t5 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 49 of t04 25B -125 ADDENDUM B TRITECH MASTER PREFERRED SOURCE CODE ESCROW AGREF,MFNT (ATTACHED) Santa Ann System Purchase and Support Agreement Copyright © 2015'friTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States Page 50 of 104 25B -126 MASTER THREE -PARTY ESCROW SERVICE AGREEMENT Master Deposit Account Number:_ 1. Introduetlon, This Escrow Service Agreement (the "Agreement ") is entered into by and between TrtTech Software Systems, located at 9860 Mesa Rim Road, San Diego, CA 92121 (check either Z "Depositor" or [] "Beneficiary ") and its affiliates and subsidiaries, and by any additional party signing the Acceptance Form attached as Exhibit E to this Agreement (check either ❑ "Depositor" or ® "Beneficiary ") and by Iron Mountain Intellectual Property Management, Inc. ( "Iron Mountain ") on this _ day of , 2006 (the "Effective Date "). Beneficiary, Depositor, and Iron Mountain may be referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement. The use ofthe term "Services" in this Agreement shall refer to Iron Mountain Services that facilitate the creation, management, and enforcement of software and /or Other technology escrow accounts as described in Exhibit A attached hereto. A Party shall request Services under this Agreement (I) by submitting a work request associated for certain Iron Mountain Escrow Services via the online portal maintained at the Website located at www ironmeunl_xjh_Wtmect.cortt or any other Websites or Web pages owned or controlled by Iron Mountain that are linked to that Website (collectively the "Iron Mountain Website "), or (it) by submitting a written work request attached hereto as Exhibit A (each, individually, a "Work Request "). The Parties desire this Agreement to he supplementary to the License Agreement and pursuant to Chapter I I United States (Bankruptcy] Code, Section 365(n), 2. Depositor Resnonsibli ties. (a) Depositor shall provide all information designated as required to fulfill a Work Request ( "Required Information ") and tray also provide other information ( "Optional Information ") at their discretion to assist Iron Mountain in the fulfillment of requested Services, (b) Depositor must authorize and designate one or more persons whose actions) will legally bind the Depositor ( "Authorized Person(s)" who shall be identified in the Authorized Person(s)/Notices Table of this Agreement) and who may manage the Iron Mountain escrow account through the Iron Mountain Website or via written Work Request, Authorized Person(s) will maintain the accuracy of their name and contact information provided to [run Mountain during the Term of this Agreement (the "Depositor Information"), (c) Depositor shall make an initial deposit that is complete and functional of all proprietary technology and other materials covered under this Agreement ( "Deposit Material ") to Iron Mountain within ninety (90) days of the Effective Date, Depositor may also update Deposit Material from time to time during the Term of this Agreement provided a minhn.tm of ono (1) complete and functional copy of Deposit Material is deposited with Iron Mountain at all times. At the time of each deposit Or update, Depositor will provide an accurate and complete description of all Deposit Material sent to iron Mountain via the Iron Mountain Wot auto or using the form attached hereto as Exhibit B. (d) Depositor consents to Iron Mountain's performance of any level(s) of verification Services described in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor (who shall be bound by the same confidentiality obligations as Iron Mountain and who shall not be a direct competitor to either Depositor or Beneficiary) to provide Stich Services as needed. (e) Depositor represents that it lawfully possesses all Deposit Material provided to Iron Mountain under this Agreement free of any liens or encumbrances as of the date of their deposit. Any Deposit Material liens or encumbrances made after their deposit will not prohibit, limit, or alter the rights and obligations of Iron Mountain under this Agreement; (f) Depositor represents that Ott Deposit Material is readable and useable in its then current form; if any portion of such Deposit Material is encrypted the necessary decryption tools and keys to read such material are deposited contemporaneously. (g) Depositor represents that all Deposit Material is provided with all rights necessary for Iron Mountain to verify such proprietary technology and materials upon receipt of a Work Request for such Services; and (h) Depositor warrants that Iron Mountain's use of the Deposit Material or other materials supplied by Depositor to perform the verification Services described in Exhibit A is lawful and does not violate the tights of any third parties. Depositor agrees to Ilse commercially reasonable efforts to provide Iron Mountain with any necessary use rights or permissions to use materials necessary tO perform verification of the Deposit Material. Depositor agrees to reasonably cooperate with Iran Mountain by providing its facilities, computer software systems, and technical personnel for verification Services whenever reasonably necessary, MA3- 100105 NA 25B -127 page 1 of 16 9. Boucilciary ResnonsibilLdess. (a) Beneficiary shall provide all information designated as requited to fulfill any Beneficiary Work Request ( "Required Information') and may also provide other information ( "Optional Information ") at their discretion to assist Iron MOU111ain in the fulfillment of requested Services. (b) Beneficiary must authorize and designate one or more persons whose action(s) will legally bind the Beneficiary ( "Authorized Person(s)" who shall be identified in the Authorized Person(s)/Notices Table of this Agreement) who shall manage the Iron Mountain escrow account through the Iron Mountain Website or via written Work Request, Authorized Person(s) will maintain the accuracy of their name and contact information provided to Iron Mountain during the Term of this Agreement (the "Beneficiary Information"), (c) Beneficiary acknowledges, in the absence of a Work Request for verification Services, that it assumes all responsibility for the completeness and /or functionality of all Deposit Material. Beneficiary may submit a verification Work Request to Iron Mountain for one of more of the Services defined in Exhibit A attached hereto and further consents to Iron Mountain's use of a subcontractor if needed to provide such Services. (d) Beneficiary warrants that Iron Mountain's use of any materials supplied by Beneficiary to perfbrm the verification Services described in Exhibit A is lawful and does not violate the rights of any third parties. 4, Iron Mountain Responsibilities. (a) Iran Mountain agrees to use commercially reasonable efforts to provide the Services requested by authorized Depositor and Beneficiary representatives in a Work Request. Iron Mountain may reject a Work Request (in whole or in part) that does not contain all Required Information at any time upon notification to the Party originating the Work Request. (b) Iron Mountain will conduct a deposit inspection upon receipt of any Deposit Material and associated Exhibit B. if Iron Mountain determines that the Deposit Material does not match the description provided by Depositor represented in Exhibit B attached hereto, Iron Mountain will provide Depositor with notice by electronic mail, telephone, or regular mail of such discrepancies. Iron Mountain will work directly with the Depositor to resolve any such discrepancies prior to accepting Deposit Material, Iron Mountain will provide Depositor with notice from time to time during the first ninety (90) days from the Effective date as a reminder that submission of initial Deposit Material is required. Iron Mountain may also send notices every ninety (90) days thereafter to Depositor and/or Beneficiary related to Deposit Material activity if such Services are requested in a Work Request. (c) Iron Mountain will provide notice by electronic mail, telephone, or regular mail to the Beneficiary of all Deposit Material that is accepted and deposited into the escrow account under this Agreement, (d) Iron Mountain will work with a Party who submits any verification Work Request for Deposit Material covered under this Agreement to either fulfill any standard verification Services Work Request or develop a custom Statement of Work ("SOW"), Iron Mountain and the requesting Party will mutually agree in writing to a SOW on the following terms and conditions that include but are not limited to; description of Deposit Material to be tested; description of verification testing; requesting Party responsibilities; Iron Mountain responsibilities; Service Fees; invoice payment instructions; designation of the Paying Party; designation of authorized SOW representatives for both the requesting Party and Iron Mountain with name and contact information; and description of any final deliverables prior to the start of any fulfillment activity. After the start of fulfillment activity, each SOW may only be amended or modified in writing with the mutual agreement of both Parties, in accordance with the change control procedures set forth therein. (e) Iron Mountain will hold and protect all Deposit Material in physical and/or electronic vaults that are either owned or under the direct control of Iron Mountain, (f) Iron Mountain will permit the replacement and/or removal of previously submitted Deposit Material upon Work Request that may be subject to the writtenjoint instructions of the Depositor and Beneficiary, (g) Iron Mountain will strictly follow the procedures set Forth in Exhibit C attached hereto to process any Beneficiary Work Request to release Deposit Material. S, Payment. The Paying Party shall pay to Iron Mountain all fees as set forth in the Work Request form attached hereto as Exhibit A ( "Service Fees "), Except as set forth below, all Service Fees are due to Iron Mountain within thirty (30) calendar days from the date of invoice in U.S. currency and are non - refundable. Iron Mountain may update Service Fees with a ninety (90) calendar day written notice to the Paying Party during the Term of this Agreement. The Paying Party is liable for any taxes related to Services purchased under this Agreement or shall present to Iron Mountain an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. Any Service Fees not collected by Iron Mountain when due shall bear interest until paid at a rate of 1.25% per month (15% per antrum) or the maximum rate pernotted bylaw, whichever is less. Delinquent accounts maybe referred to MA3. 100105 NA Page 2 of 16 25B -128 a collection agency at the solo discretion of Iron Mountain, Notwithstanding, the non - performance of any obligations of Depositor to deliver Deposit Material under the License Agreement or this Agreement, Iron Mountain is entitled to be paid all Service Fees that accrue during the Term of this Agreement. All Service Fees will not be subject to offset except as specifically provided hereunder. 6. Term and Terminah'orl. (a) The initial "Perm" ofthis Agreement is for a period of one (1) year from the Effective Date and will automatically renew for additional one (1) year Terms and continue in full force and effect until one of the following events occur: (i) Depositor and Beneficiary providejoint written instructions of their intent to cancel this Agreement within sixty (60) days to Iron Mountain; (ii) Beneficiary provides a sixty (60) day written notice regarding cancellation of this Agreement to both Depositor and Iron Mountain; or (iii) Iron Mountain provides a sixty (60) day written notice to the Depositor and Beneficiary Authorized Persons that it can no longer perform the Services under this Agreement. (b) In the event this Agreement is terminated under Sections 6(a)(i) or 6(a)(ih) above, Depositor and Beneficiary may provide Iron Mountain with joint written instructions authorizing Iron Mountain to forward the Deposit Material to another escrow company and/or agent or other designated recipient. If Iron Mountain does not receivejoint written instructions within sixty (60) calendar days after the date of the notice of termination, Iron Mountain shall return or destroy the Deposit Material.. (c) In the event of the nonpayment of Service Fees owed to Iron Mountain, Iron Mountain shall provide all Parties to this Agreement with notice by electronic mail and/or regular mail. Any Party to this Agreement shall have the right to make the payment to Iron Mountain to cure the default. If the past due payment is not received in full by Iron Mountain within thirty (30) calendar days of the date of such notice, then Iron Mountain shall have the right to terminate this Agreement at any time thereafter by sending notice by electronic mail and/or regular mail of termination to all Parties. Iron Motutain shall have no obligation to take any action under this Agreement so long as any Iron Mountain invoice issued for Services rendered under this Agreement remains uncollected. 7. Generalludemnity. Each Party shall defend, indemnity and hold harmless the others, their corporate affiliates. anti their respective officers, directors, employees, and agents and their respective successors and assigns from and against any and all claims, losses, liabilities, damages, and expenses (including, without limitation, reasonable allomeys' fees), arising under this Agreement from the negligent or intentional acts or omissions of the indemnifying Party or its subcontractors, or the officers, directors, employees, agents, successors and assigns of any of them. g. Warrant €es. (a) Iron Mountain. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. AN AGGRIEVED PARTY MUST NOTIFY IRON MOUNTAIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES AND SUCH PARTY'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RETURN OF THE PORTION OF THE FEES PAID TO IRON MOUNTAIN BY PAYING PARTY FOR SUCH NON- CONFDRM NG SERVICES, THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN SECTION l I HEREIN. (b) Depositor. Depositor warrants that all Depositor Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Depositor Information during the Tenn of this Agreement, (c) 8enefic.ii- Beneficiary warrants that all Beneficiary Information provided hereunder is accurate and reliable and undertakes to promptly correct and update such Beneficiary Information during the Term of this Abneement. 9. Insurance. Iron Mountain shall, at its solo cost and expense, throughout the term of this Agreement, procure and maintain in full force and effect, the following insurance coverage, with an insurance carrier that is rated B+ or better by A.M. Best. MA3. 100105 NA 25B -129 Page 3 of 16 TYPE OFINSI"CE Covnnnae AarooPrr TYpSoFIN$I)aANCE COVERAGE Am IT General Liability $2,000,000 General Aggregate I Crime Insurance $2,000,000 Each Occurrence General Liability $1,000,000 Each Occurence Umbrella Coverage $5,000,000 General Aggregate Professional Liability $1,000,000 Each Occurrence All certificates of insurance shall name the Parties as additional beneficiaries with respect to General Liability coverage, All certificates of insurance shall require that the Parties be provided with advance written notice of cancellation of the stated coverage, and Iron Mountain shall request that its insurer use its best efforts to provide at least thirty (30) days' advance written notification of such cancellation. 10, Confidential Information. Iron Mountain shall have the obligation to reasonably protect the confidentiality of the Deposit Material. Except as provided in this Agreement Iron Mountain shall not disclose, transfer, make available or use the Deposit Material, Iron Mountain shall not disclose the terms of this Agreement teary third Party. If Iron Mountain receives a subpoena or any other order from a court or otherjudicial tribunal pertaining to the disclosure or release of the Deposit Material, Iron Mountain will immediately notify the Parties to this Agreement unless prohibited by law. It shall be the responsibility of Depositor and/or Beneficiary to challenge any such order; provided, however, that Iron Mountain does not waive its rights to present its position with respect to any such order. Iron Mountain will not be required to disobey any order from a court or otherjudicial tribunal, including, but not limited to, notices delivered pursuant to Section 13(g) below. 11. Limitation of Liability, NOTWITHSTANDING ANYTHING ELSE IIEREIN, ALL LIABILITY, IF ANY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OF ANY PARTY TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT EQUAL TO ONE YEAR OF FEES PAID OR OWED TO IRON MOUNTAIN UNDER THIS AGREEMENT. IF CLAIM OR LOSS IS MADE IN RELATION TO A SPECIFIC DEPOSIT OR DEPOSITS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES RELATED SPECIFICALLY TO SUCH DEPOSI'T'S. THIS LIMIT SHALL NOT APPLY TO ANY PARTY FOR; (I) ANY CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT; (I1) LIABILITY FOR DEATH OR BODILY INJURY; (111) DAMAGE TO TANGIBLE PROPERTY (EXCLUDING THE DEPOSIT ITEMS); (IV) THEFT; OR (V) PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, 12, Conseaueutial Darpapes Waiver. IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWIS E EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR MORE PARTIES. (a) Incoyporation of Wg-rk R , quests. All Depositor and/or Beneficiary Work Requests are incorporated into this Agreement. Any Work Requests submitted for an additional deposit account ( "Auxiliary Deposit Account ") will be incorporated by reference into this Agreement and governed by the same terms and conditions that govern the initial deposit account ( "Initial Deposit Account "), (b) Purchase Orders, The terns and conditions of this Agreement prevail regardless of any conflicting or additional terms on any Purchase Order or other correspondence for any Initial Deposit Account or Auxiliary Deposit Account, Any contingencies or additional terms contained on any Purchase Order are not binding upon Iron Mountain. All Purchase Orders are subject to approval and acceptance by Iron Mountain, (c) Right to Make Conies. Iron Mountain shall have the right to make copies of all Deposit Material as reasonably necessary to perform this Agreement, Iron Mountain shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on Deposit Material onto any copies made by Iron Mountain. Any copying expenses incurred by Iron Mountain as a result of a Work Request to copy will be borne by the Party requesting the copies. Iron Mountain may request Depositor's reasonable cooperation in promptly copying Deposit Material in order for Iron Mountain to perform this Agreement. (d) Choice of Law. The validity, interpretation, and perf'omiance of this Agreement shall be coutrolled by and construed under the laws of the State of California, United States of America, as if perfonmed wholly within the state and without giving effect to the principles of conflicts of laws. MA3- 100105 NA Pago 4 of 16 25B -130 (e) t to Re y„pn 1_n!mctio U. Iron Mountain may act in reliance upon any instruction, instrument, or signature reasonably believed by Iron Mountain to be genuine. Iron Mountain may assume that any employee of a Party to this Agreement who gives any written notice, request, or instruction has the authority to do so. Iron Mountain will not be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document, Iron Mountain shall not be responsible for failure to act as a result of causes beyond the reasonable control of Iron Mountain. (f) Force Maieure. Except for the obligation to pay monies due and owing, no Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day -to -day basis for the time period equal to the period of the excusable delay. (g) Notices, All notices regarding Exhibit C shall be sent by commercial express mail. All other correspondence, including invoices, payments, and other documents and communications, shall be sent by (i) electronic mail; (ii) via regular mail to the Parties at the addresses specified in the Authorized Persons/Notices Table which shall include the title(s) of the individual(s) authorized to receive notices; or (iii) via the online portal maintained at the Iron Mountain Website. It shall be the responsibility of the Parties to notify each other as provided in this Section in the event of a change of physical or e-mail addresses. The Parties shall have the right to rely on the last known address of the other Parties. Any correctly addressed notice or last known address of the other Parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the Party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by electronic mail, the postal authorities by mail, through messenger or commercial express delivery services, (h) No Waiv . No waiver of rights under this Agreement by any Party shall constitute a subsequent waiver of this or any other right under this Agreement. (i) Assignment. No assignment of this Agreement by Depositor and/or Beneficiary or any rights or obligations of Depositor and/or Beneficiary under this Agreement is permitted without the written consent of Iron Mountain, which shall not be unreasonably withheld or delayed. Q) Severabihty. In the event any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by ally court of competentjurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for either Party, as determined by such Party in its sole discretion, then the affected Party may terminate this Agreement by notice to the others. (k) Independent Contra�nshl,B. Depositor and Beneficiary understand, acknowledge, and agree that Iron Mountain's relationship with Depositor and Beneficiary will be that of an independent contractor and that nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, or employment relationship. (1) Atto e s Fees. In any suitor proceeding between the Parties relating to this Agreement, the prevailing Party will have the right to recover from the uther(s) it's costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in suchjudgment. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any suchjudgment. (m) No Agency, No Party has the right or authority to, and shall not, assume or meate any obligation of any nature whatsoever on behalf of the other Parties or bind the other Parties in any respect whatsoever. (n) Disputes. Any dispute, difference or question relating to or arising among any of the Parties concerning the construction, meaning, effect or implementation of this Agreement or any Party hereof will be submitted to, and settled by arbitration by a single arbitrator of the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association. Unless otherwise agreed by the Parties, arbitration will take place in San Diego, California, U.S,A.. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by regular mail or by commercial express mail, to the attorney for the Party or, if unrepresented, to the Parry at the last known business address. If however, Depositor and/or Beneficiary refuse to submit to arbitration, the matter shall not be submitted to arbitration and Cron Mountain may submit the matter to any court of competent jurisdiction for an intetpleader or similar action. Unless adjudged otherwise, any costs of arbitration Incurred by Iron Mountain, including reasonable allumey's fees and costs, shall be divided equally and paid by Depositor and Beneficiary. (o) Regulations. All Parties are responsible for and warrant - to the extent of their individual actions or omissions - compliance with all applicable laws, rules and regulations, including but not limited to: customs laws; import; export MA3. 100105 NA Pago 5 of 16 25B -131 and re -export laws; and government regulations of any country from or to which the Deposit Material may be delivered in accordance with the provisions of this Agreement, (p) Cgkmteroarts, This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, (q) Survival. Sections 6 (Tern and Termination), 7 (General Indemnity), 8 (Warranties), 10 (Confidential Info rnation), I I (Limitation of Liability), 12 (Consequential Damages Waiver), and 13 (General) of this Agreement shall survive termination of this Agreement or any Exhibit attached' hereto. NOTE; SIGNATURE BLOCKS, AUTHORIZED PERSONS/,NOTICES TABLE, AND BILLING CONTACT INFORMATION TABLE FOLLOW ON THE NEXT PAGE MA3. 100105 NA 25B -132 Page 6 of 16 The Parties agree that this Agreement is the complete agreement between the Parties hereto concerning the subject matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement. This Agreement may only be modified by mutual written agreement of the Parties. Note: If contracting electronically via the online portal, clicking the 1 Accept" button displayed as part of the ordering process, evidences ❑ "Depositor's" or [] "Benetlelary's" agreement to the preceding tents and conditions (the "Agreement "). If you are entering into this Agreement via the online portal on behalf of e company or other legal entity, Yet' represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "I Decline" button. CHOOSE ONE: 27 DEPOOSITOR or [j BENEFICIARY I,Y� 1A r,.. . SIGNATURE: _ I I y PRINT NAME: Chris topherD.Maloney TITLE: President and CEO DATE: , lr -.I p EMAILADDRESS chrls.maloncy @Ditech.cOm IRON MOUNTAIN INTELLECTUAL PROPERTY MANA, GEMENT, INC. SIGNATURE: _ Roxanne Lerner PRINT NAME: ' TITLE: TvH,E: DATE: 9860 Mesa Rim Road EMAILADDRESS: I liLne(in&,,Sts(ir,iroginouiitain. oin AUTHORIZED PERSONS) /NOTICES TABLE Please provide the name(s) and contact information of the Authorized Person(s) under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth helnw. PRINTNAME: Roxanne Lerner TITLE: PRIN'r NAME: EMAMADImiess TvH,E: Contracts & Proposals Mgr_ 9860 Mesa Rim Road TITLE: Son Diego, CA GMAILADURESS roxanne.lerner @trnech.com PRONE NUMaER EMAILADDRESS FAx NUN!L R STREET ADDRESS t 9860 Mesa Rim Road STREET ADDRESS I PROVINCE /CII VJSTATE San Diego, CA PROVINCE /CITY /STATE POSTAL/ZIP CODE 92121 POSTALiZIP CODE PHONE NUMBER 858.799.7372 PHONLNUOmER FAXNUMDER 858.799:7015 FAx NUMBER BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent electronically and /or through regular mail to the appropriate address set forth below. PLANT NAME: Roxanne Lerner TITLE: CDRtrfletx & Proposals Mgr. EMAMADImiess roxanne.ICr11er @tritech.eom STREET ADDRESS 1 9860 Mesa Rim Road PROVINCE/CITV /STATE Son Diego, CA POSTAUZlr CODE 92121 PRONE NUMaER 858.799.7372 FAx NUN!L R 658.799.7015 IRON MOUNTAIN INTELLECTUAL, PROPERTY MANAGEMENT, INC. Approved as to Operational Coatem: Iron Moontatn Operations 1 ..... AUstLLh,R-. Name: Karen Gusmye Contracts Adodolstratar Date: July14.E006 All notices should be sent to iplmcorlttectstiuiromnorluUlincOnr OR Iron Mountain, Attn: Contract Administration, 2100 Norcross Parkway, Suite 15 cross, Get), Nororgia, 30071, USA, MA3- 100105 NA Page 7 of 16 25B -133 u� f V O a c l CL ,4pv da d 6 a �� v� o ei��' C CS d Q VI V S z ❑d ❑ ❑F ❑Ud ❑h dFU ¢hf, ❑ ❑,� ❑ ❑ ❑a t 25B -134 e b a W 3 w 4s7 A °5 v •� L o � � a m w. 0 a« C � � a e` Cw . m o a a N C � T � w o " i o � y' a a e c e� �; ropo b0 W 4 � „ a 4 pnE 6 2 f w V W 5 F W a QO WY W e a a c :s m ° a Y s 0 a q A a v 6 v m S Q v cN ae ea �y V y m o �w e v C 4 C •� O a= a v a� b n a"7 � W N W a, O Y C d 3Y 6 k � 4w O o. d Z O ❑ ❑ ❑ ❑ ❑ 0 0 L L qq ❑ aq W O O O O O O O O y 4 O O p z yyo 4 p� z w ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ E° y�W o o d d Q Q Q Q qqw v v v v G7 17.t V V z y U U a V Vey° u u z z z 3 _• • •c E # # � � � � � � � 5 . .g � � � � E E d d a a7 ? "8 ' ' GEpy�p m e o 5 a w$ d d o .55 m e o 5 aT w oa . z J J� � a� i a a�� C z �S.. a 5g a ad � �4, � �e a a Y Y l li2g i i $ y Sa �3 � ' � �9, � � 3 3 ^ a u p �.� � �.��^ _ a3...�o � � k `mod '�' = .—°-o � ^ •fig a p � 2 � � � � _�. a k ` "r." R R �.' S P°. 4 g g � ° ° 7. 6 6L ` `tl •� � ° ° S � E Ei is $ $N c c ° ° E ' S � E • e ' .00 . L a .. o Cam [ ['s Q o C� y Ll y l ❑ 25B -134 e b a W 3 w 4s7 A °5 v •� L o � � a m w. 0 a« C � � a e` Cw . m o a a N C � T � w o " i o � y' a a e c e� �; ropo b0 W 4 � „ a 4 pnE 6 2 f w V W 5 F W a QO WY W e a a c :s m ° a Y s 0 a q A a v 6 v m S Q v cN ae ea �y V y m o �w e v C 4 C •� O a= a v a� b n a"7 � W N W a, O Y C d 3Y 6 k � 4w O o. d Z O VERIFICATION SERVICES OPTIONS 1. File Comparison and Analysis. I.I. This series of verification tests provides insight into whether the materials that have been deposited have basic information in a form that allows for additional testing to be performed. These tests detect errors that often inhibit effective use of the escrow deposit. 1.2, Steps include: Analyzing deposit media readability, file listing, creation of file classification table, virus scan, assurance of completed deposit questionnaire, analysis of completed deposit questionnaire. 1.3, Deliverables: At completion of testing, Iron Mountain will distribute a report to all parties detailing Iron Mountain's results. This report will include readability results, file listing, file classification table(s), virus scan results, completed deposit questionnaire, and an analysis of the completed deposit questionnaire. 2. Deposit Compile Test, 2.1. This series of tests includes a standard effort to compile the Deposit Material and build executable code. 2.2. Steps include: Analyzing deposit media readability, rile listing, creation of file classification table, virus scan, assurance of completed deposit questionnaire, analysis of completed deposit questionnaire, recreating the Depositor's software development environment, compiling source files and modules, linking libraries and recreating executable code, pass /fail determination, creation of comprehensive build instructions. 2.3, Deliverables: Iron Mountain will provide a report detailing the steps necessary to recreate the software/hardware development environment, problems encountered with testing, and Iron Mountain's analysis of the deposit. In addition, the report will list required software development materials, including, without limitation, required source code languages and compilers, third -Party software, libraries, operating systems, and hardware, as well as Iron Mountain's analysis of the deposit. When identifying materials required to re- create Depositor's software development environment, Iron Mountain will rely on information provided in Depositor's completed questionnaire (obtained via a Iron Mountain verification representative) and/or information gathered during Iron Mountain's testing experience. 2.4. Deposit Usability Test. 2.5. This series of tests includes testing the functionality of the compiled Deposit Material (in a production setting or similar environment) and can be accomplished through one of the following two options: 2.5.1, Binary Comparlson — a comparison of the files built from the Deposit Compile Test to the actual licensed technology on the customer's site to ensure a full match in file size. 2.5.2. Full Usability zest — a confirmation that the built applications work properly when installed. 2.5.3. Services may be provided by Iron Mountain or individuals or organizations employed by or under contract with Iron Mountain, at the discretion of Iron Mountain. MAO- 100905 NA 25B -135 Page 9 of 16 COMPANY NAME; DEP09['r NAME EXHIBIT $ DEPOSIT MATERIAL DEBCRIpnm ACCOUNT NUMBER: Amu DEPOSIT VERSION _ (Deposit Name will appear in account history reports) DEPOSIT MEDIA (PLF.AsE LABEL ALL MEDIA wITn TH6 DEPOSIT NAME PROVIDED ABOvr) MEDIATY'PE, QUANTOY iI OP ES MEWItTYPE QUANTITY [] CD -ROM/ DVD EMAIL ADDRESS: _ ❑ Other (please describe below): ❑ 3.5" Floppy Disk ❑ DLT Tape ❑ Documentation ❑ DAT Tape ❑ Hard Drive! CPU q Chcnit Board DEPOSIT ENCRYPTION (Please check either "Yes" or "No" below and complete as appropriate) Is the media or are any of the files encrypted? []Yes or ❑ No If yes, please Include any passwords and decryption tools description below. Please also deposit all necessary encryption software with this deposit. Encryption tool no Hardware required Software required Other required infc Version DEPOSIT CERTIVICATION (Please check the box below to Certify aid Provide your Contact Infonnation) ❑ I certify For Depositor that the above described Deposit Material has been transmitted electronically or sent via connnercial express mail carrier to Iron Mountain at the address below. TOTAL 8426 of TRANSl1ASSlo s (SPECtIy IN amq iI OP ES #OF EOLOER9 ❑ Internet File Transfer DATE: EMAIL ADDRESS: _ ❑ Other (please describe below): TELEPHONE NUMBER; DEPOSIT ENCRYPTION (Please check either "Yes" or "No" below and complete as appropriate) Is the media or are any of the files encrypted? []Yes or ❑ No If yes, please Include any passwords and decryption tools description below. Please also deposit all necessary encryption software with this deposit. Encryption tool no Hardware required Software required Other required infc Version DEPOSIT CERTIVICATION (Please check the box below to Certify aid Provide your Contact Infonnation) ❑ I certify For Depositor that the above described Deposit Material has been transmitted electronically or sent via connnercial express mail carrier to Iron Mountain at the address below. ❑ [ran Mountain has inspected and accepted the above described Deposit Material either electronically or physically. Iran Mountain will notify Deposltor of any di e ancies. NAME: NAME: DATE: DATE: EMAIL ADDRESS: TELEPHONE NUMBER; FAX NUMBER: Note If Depositor is physically sending Deposit Material to iron Mountain please label all media and mall all Deposit Material with the aunroorlato Exhibit B via commercial express carrigf to thef'ol),QWiOz address: Iran Mountain Intellectual Property Management, 1110. Attu Vault Administration 2100 Norcross Parkway, Suite 150 Norcross, GA 30071 Telephone: (770) 239 -9200 Facsimile: (770) 239-9201 MA3- 100106 NA 25B -136 Page 10 of 16 EXHIBIT C RELEASE OR DEPOSIT MATERIAL Deposit Account Number: l 6i 1 Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. 1. Release Conditions. Depositor and Beneficiary agree that Iron Mountain will provide notice via commercial express mail to the Depositor if a Beneficiary under this Agreement submits a Deposit Material release Work Request based on one or more of the following conditions (defined as "Release Conditions "); (t) Broach of the License Agreement by the Depositor for the Deposit Material covered under this Agreement; or (it) Failure of the Depositor to function as a going concern or operate in the in the ordinary course; or (iii) Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Request, A Beneficiary may submit a Work Request to Iron Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Request within five (5) business days to the authorized Depositor representative(s). 3. Contra +Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement, Depositor representatives) shall have ten (10) business days to deliver to Iron Mountain contrary instructions ( "Contrary Instructions "). Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Contrary instructions shall be an company letterhead and signed by an authorized Depositor representative. Upon receipt of Contrary Instructions, Iron Mountain shall send a copy to an authorized Beneficiary representative by commercial express mail. Additionally, Iron Mountain shall notify both Depositor representative(s) and Beneficiary representative(s) that there is a dispute to be resolved pursuant to the Disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending (I) joint instructions from Depositor and Beneficiary that accept release of Deposit Material; or (it) dispute resolution pursuant to the Disputes provisions of this Agreement; or (,Iii) receipt of an order from a court of competent jurisdiction. 4. Release of Deposit Material, If Iron Mountain does not receive Contrary Instructions from an authorized Depositor representative, Iron Mountain is authorized to release Deposit Material to the Beneficiary or, if more than one Beneficiary is registered to the deposit, to release a copy of Deposit Material to the BenefMary, Iron Mountain is entitled to receive any uncollected Service fees due Iron Mountain from the Beneficiary before fulfilling the Work Request to release Deposit Material covered under this Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain. 5. Right to Use Following Release. Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefits afforded to Beneficiary by the License Agreement. Notwithstanding, the Beneficiary shall not have access to the Deposit Material unless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material, MA3-100105 NA 25B -137 Pagel 1 of 16 EXHIBIT D AUXILIARY DEPOSIT ACCOUNT TO MASTER ESCROW AGREEMENT (NOTE: To BE COMPLETED ONLY IP DEPOSITOR ESTABLISHED A MASTER ESCROW AGREEMENT) Master Deposit Account Number: Auxiliary Account ( "Depositor ") has entered into a Master Escrow Agreement with Iron Mountain Intellectual Property Management, Inc. ( "Iron Mountain "). Pursuant to that Agreement, Depositor may deposit certain Deposit Material with Iron Mountain. Depositor desires that new Deposit Material be held in a separate account and be maintained separately from the initial account, By execution of this Exhibit D, Iron Mountain will establish a separate account for the new Deposit Material. The new account will be referenced by the following name: , Depositor hereby agrees that all terms and conditions of the existing Master Escrow Agreement previously entered into by Depositor and Iron Mountain will govern this account. The termination or expiration of any other account of Depositor will not affect this account. CHOOSE ONE: [J DEPOSITOR or © BENEFICIARY IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: SIGNATURE: PRINT NAME: PRINT NAME: _._...�.___.. TITLE: TITLE: DATE: DATE: EMAIL ADDRESS ..._�.m.._ EMAIL ADDRESS: illmemrhraete falirOnnlelmtnie.culD AUTHORIZED PERSON(S)INOTICEs TABLE Please provide the name(s) and contact information of the Authorized Person(s) under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME; PRINT NAME: ^�^ TITLE: TITLE: �— EMAIL ADDRESS EMAIL ADDRESS S'TREE r ADDRESS I STREET ADDRESS I PROVINCE /CITY /STATE PROVINCE/CITY /STATE ...... ..._ POSTALIZIP CODE POSTALIZIP CODE PHONENUMBER PRONENUMDER FA.x NuMaER� FAx NUMnER MA3. 100105 NA 25B -138 Page 12 of 16 EXHIBIT E ENROLLMENT FORM Deposit Account Number: Depositor, Beneficiary and Iron Mountain Intellectual Property Management, Inc, ( "Iran Mountain "), hereby acknowledge that is the ❑ "Depositor" or ❑ "Benetletary" referred to in the Escrow Agreement that supports Deposit Account Number: with Iron Mountain as the escrow agent and is the ❑ Depositor or ❑ Beneficiary enrolling under this Agnmir ent, ❑ "Depositor" or ❑'Bchefiehlry" hereby agrees to be bound by all provisions of such Agreement. BENEFICIARY COMPANY NAME: AUTHORIZED PERSON(s) /NOTICES TABLE Please provide the nante(s) and contact information of the Authorized Person(s) under this Agreement. AB Notices ruin be sent electronically and /or through regular mail to the appropriate address set forth below. Please complete an Information as applicable. Incomplete information may result in a delay of processing. PRINT NAME: PRINT NAME; TITLE: TITLE: EMAIL A IBRESS EMAILADDRESS STREET ADDRESS STREET ADDRESS PROVINC6/CITY /STATE PROVINCE /CITY /STATE POSTAIJZIP CODE POSTAUZIP CODE PRONE NUMBER PHONENUMBER FAXNUMBER FAX NUMBER 4 PAYING PARTY COMPANY NAME: BILLING CONTACT INFORMATION TABLE Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices win be sent to this individual at the address set forth below. PRINT NAME: TITLE:.. EMML ADDRESS STREET AmotEss I PROVINCE /CITY /STATE �.m.�.�....�_ POSTAIJZIP CODE PHONENuMeER FAX NUMBER IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. All notices should be sent to iprrleonrraetsluiirernm urltain.com OR Iron Mountain, Attn: Contract Administration, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA. MA3- 100105 NA NOTE: SIGNATURE BLOCKS FOLLOW ON THE NEXT PAGE 25B -139 Page 13 of 16 DEPOSITOR BENEFICIARY IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: PRINT NAME: TITLE: DATE: EMAILAPDRESS; imucnnGrnetnCa�irnmm�unCuinsolD MA3- 100105 NA 25B -140 Page 14 of 16 SIGNATURE: SIGNATURE: PRINT NAME: PRCNTNAME: TITLE: TITLE: DATE: DATE: EMAILAPDRESS EMAIL Avu mss: IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. SIGNATURE: PRINT NAME: TITLE: DATE: EMAILAPDRESS; imucnnGrnetnCa�irnmm�unCuinsolD MA3- 100105 NA 25B -140 Page 14 of 16 EX1411311, Q 1 SC:RO \V DE POSITQuSTtONN,xrRl? buroduc Lion From time to time, technology escrow beneficiaries may exercise their right to perform verification services. This is a service that Iron Mountain provides for the purpose of validating relevance, completeness, currency, accuracy and functionality of deposit materials. Purpose q /'Questienruure In order for Iron Mountain to determine the deposit material requirements and to quote fees associated with verification services, a completed deposit questionnaire is requested. It is the responsibility of the escrow depositor to complete die questionnaire. flzslruedons Please complete the questionnaire in its entirety by answering every question with accurate data. Upon completion, please return the completed questionnaire to the beneficiary asking for its completion, or e -mail it to Iron Mountain Intellectual Property Management to the attention of Shane Ryan at sharrer3 an(q ironrrsau>rtuin.cour. Escrow Depo,sir Ortesdonnuire General Description 1, What is the general function of the software to be placed into escrow? 2. On what media will the source code be delivered? 3. What is the size of the deposit in megabytes? Requirements for the Execution of the Software Protected by the Deposit 1, What are the system hardware requirements to successfully execute the software? (memory, disk space, etc.) 2. How many machines are required to completely set up the software? 3, What are the software and system software requirements, to execute the software and verify correct operation`! Requirements for the Assembly of the Deposit 1. Describe the nature of the source code in the deposit. (Does the deposit include interpreted code, compiled source, or a mixture? How do the different parts of the deposit relate to each other ?) 2, How many build processes are there? 3. How many unique build environments are required to assemble the material in the escrow deposit into the deliverables? 4. What hardware is required for each build enviromnent to compile the software? (including memory, disk space, etc,) MA3- 100105 NA 25B -141 Page 15 of 16 5. What operating systems (including versions) are used during compilation? Is the software executed on any other operating systems /version? 6. How many separate deliverable components (executables, share libraries, etc.) ae built? 7. What compilers /linkers /other tools (brand and version) are necessary to build the application? 8, What, if any, third -parry libraries are used to build the software? 9. How long does a complete build of the software take? How much of that time requires some form of human interaction and how much is automated? 10. Do you have a formal build document describing the necessary steps for system configuration and compilation? 11. Do you have an internal QA process? Ipso, please give a brief description of the testing process. 12. Please list the appropriate technical person(s) Iron Mountain may contact regarding this set of escrow deposit materials. Please provide your contact injorination below: Name: Telephone: Company: Address: City, State Country: E-mail; Code For additional information about Iron Mountain Technical Verification Services, please contact Shane Ryan at 978. 667 -3601 ext.100 or by e -mail at mallto: stfanervun(ir:ironmountain. corn. MA3- 100105 NA IVW)V. irolon o untail .Coin 25B -142 Page 16 of 16 ADDENDUM C SUBCONTRACTOR WARRANTY, SUPPORT AND MAINTENANCE AGREEMENTS (ATTACHED) Not applicable to this Project. Santa Ana System Purchase and Support Agreement Copyright © 20L5 TriTech Software Systerns Unpublished: Rights reserved wider Cho copyright Taws o[ the United States Pago 51 of 104 25B -143 �Il• III II iv, I�7 SUBCONTRACTOR LICENSE AGREEMENTS (ATTACHED) Not applicable to this Project. Santa Ana System Purchase and Support Agreement Copyright © 2015 TriTech Software Systems Unpublished. Rights reservod under the copyright laws of the United States Page 52 of 104 25B -144 ADDENDUM E TRITECH SOFTWARE SUPPORT TERMS TABLE OF CONTENTS 1.0 DEFINITIONS., .... ........................ -.- ...... ................................................... 1.- 2 2.0 TERM AND TERMINATION ......................................... --..,. ..............................2 3,0 SUPPORT FEE(S) ................. --- ... .................................... ...,..,,,..,,,,,.,............ 3 4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE OF CONDUCT., ........................................ ....................................................... --- 4 5.0 SOFTWARE ERROR CORRECTION .................................. ............................... 4 6.0 SOFTWARE UPDATES ........................................................ ..............................5 7.0 LIMITATIONS-- .... -- .................................................................... ................ 5 8.0 EQUIPMENT, SUBCONTRACTOR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE ,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,, „ .......................... 7 9.0 LIMITATION OF LIABILITY .................................................. ..............................8 10.0 SEVERABILITY .................................................................... ..............................8 11.0 FORCEMAJEURE /EXCUSABLE DELAY ........................... ..............................8 12.0 CONSTRUCTION AND HEADINGS....... ......................................................... -8 13.0 WAIVER ................................................................................ ..............................9 14.0 ENTIREAGREEMENT ......................................................... ..............................9 15,0 APPLICABLE LAW .............................................................. ..............................9 16.0 ASSIGNMENT ...................................................................... ..............................9 17.0 NOTICES..,,,.,, ..................................... - ............. - ............................ I ...... ... -10 16.0 MODIFICATIONS ................................................................ .............................10 EXHIBITA ...................................................................................... ..............................1 EXHIBITB ...................................................................................... ..............................1 EXHIBITC ..................................................................................... .............................12 Santa Ana System Purchase and Support Agreement— Addendum Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 1 of 24 25B -145 A. WHEREAS, TriTech and Client have entered into System Purchase and Support Agreement dated , 2015 (the "Agreement "); and 13. WHEREAS, this Addendum E provide the terms and conditions and is entered into to provide Software Support for the TriTech Software on an annual basis as further defined herein, subject to annual renewal for additional twelve month periods thereafter; and C. WHEREAS, during the initial term of this Addendum E, TriTech, shall act as the Prime Contractor for maintenance of the System and shall provide the single point of contact with the Client as further defined herein; NOW, THEREFORE, in consideration of the terms, promises, mutual covenants and conditions contained herein, TriTech and Client agree as follows: 1.0 DEFINITIONS 1.1 All capitatized terms used in this Addendum and not otherwise defined herein shall have the meanings given them in Addendum H of the Agreement, which section is incorporated by reference herein as though set forth in full. 2,0 TERM AND TERMINATION 2.1 The initial term of Software Support services provided under this Addendum shall begin coincident with first Subsystem Acceptance as defined in Section 10.3 of the Agreement and end twelve (12) months thereafter. Software Support for subsequent annual terms shall be subject to renewal of this Agreement and payment of the renewal Software Support fees, Provided that notice of termination has not been provided in accordance with section 2.3 below, on or before the expiration of the then current support term, and at each annual anniversary thereof, TriTech shall provide to Client a Software Support Renewal Notice for signature. TriTech reserves the right to change the terms and conditions upon which Software Support shall be offered for renewal terms, subject to written notice to Client. 2.2 Following the initial term of this Addendum, either party shall have the option, upon prior written notice as provided in this section, to terminate support and maintenance for applicable Subcontractor Software which is provided through TriTech as the Prime Contractor. In such event the Client shall enter directly into Support Agreement(s) with the individual Subcontractor(s). In order to provide continuity of support, either party shall notify the other party at least ninety (90) days prior to the end of the initial term of tus Addendum of its intentions for continuation through TriTech as the Prime Contractor of support and maintenance for such Subcontractor Software. Support for Subcontractor Software if applicable tinder this Addendum . will be provided in accordance with the applicable Subcontractor's terms for support which are attached hereto at Addendum C. Santa Ana System Purchase and Support Agreement — Addendum E Copyright O 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 2 of 24 25B -146 2.3 Either party may terminate this Addendum upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Addendum, provided that such failure has not been cured within thirty (30) days receipt of written notice of such failure; or (ii) the other party's business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or (iii) written notice of termination for convenience is provided by Client to TriTech within ninety (90) days' prior to the end of the then current support term. 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial tern of this Addendum are established based on the software licenses purchased under the Agreement. The Software Support fee for the first annual renewal term, and subsequent five (5) annual renewal terms shall be, the amount specified in Exhibit A hereto, subject to the adjustments as described in 3.2. If applicable, Software Support fees will be prorated based on the date of Subsystem Acceptance for the TriTech Software components and Interfaces. 3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 3 %. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period, 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TdTech's principal place of business. Such expenses shall be paid by Client on receipt of TriTech's invoice for such expenses. 3.4 If Client ceases to keep this Addendum in force, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional . services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. These services and fees must be approved by the Parties in advance of the services being delivered. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users, 3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one -half percent (1 -1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty -five (45) days after their due date until paid. Remittance Address for Payments Only: Santa Ana System Purchase and Support Agreement — Addendum P Copyright C 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 24 25B -147 TriTech Software Systems P.O. Box 203223 Dallas, TX 75320 -3223 3.5.1 Payments may be made by check; wire transfer; or Automated Clearing House ( "ACH "). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. 3.6 Except for taxes for which Client provides TriTech with written certification of its tax - exempt status, if TriTech is required to collect or pay sales, use, property, value - added, or other such taxes based on the software or services provided under this Addendum, and /or Client's use thereof, then such taxes shall be invoiced to and paid by Client on receipt of such invoice. 4.0 SUPPORT SERVICES, POINT OF CONTACT, AND CODE OF CONDUCT 4.1 TriTech will provide support services as more fully described in Addendum B. 4.2 Client shall appoint a principal point of contact with a level of knowledge of the TriTech Software and Client's computer environment to manage the reporting of Software Errors to TriTech in accordance with the Software Error Guidelines and Procedures set forth in Addendum B. 4.3 TriTech and Client shall perform their obligations under this Agreement in a professional and ethical manner, and ensure a work environment free of unlawful harassment. Issues related to this provision shall be reported in writing by the reporting party's supervisor, manager, or executive as applicable to the other party's respective counterpart for applicable resolution. 5.0 SOFTWARE ERROR CORRECTION 5.1 If, during the term of this Addendum, Client determines that Software Emor(s) exist, it will first follow any error procedures specified in the TriTech Documentation. If following the error procedures does not correct the Software Error, Client shall promptly notify TriTech pursuant to the guidelines and procedures described in Addendum B, setting forth the defects noted with specificity requested by TriTecb. Upon notification of a reported Software Error, TriTech shall attempt to reproduce and verify the error and, if so verified, will resolve the Software Error(s) in accordance with Exhibit B, If TriTech is unable to reproduce the Software Error at TriTech's facility, the Client will assist in the research of a support issue including logging or other diagnostic tools as provided by TriTech. TriTech will provide onsite assistance if die Client and TriTech determine that it is necessary for TriTech personnel to travel to Client's site to reproduce the error. If it is determined by TriTech and the Client that the reported error was caused by the TriTech Software, TriTech will be responsible for its travel and related expenses for the onsite visit. In the event that the Client and TriTech determine the reported error e to be the result of Equipment, Subcontractor Software or Hardware, where support for Subcontractor Software or Hardware is no longer provided under this Addendum, or System Software, or is otherwise not attributable to Santos Ana System Purchase and Support Agreemont— Addendum P, Copyright © 2015 TriTech Software Systems Unpublished: Right's reserved under the copyright laws of the United Statas Page 4 of 24 25B -148 the TriTech Software Client shall reimburse TriTech for its reasonable travel expenses incident to the on -site visit, as well as TriTech's labor related to the on -site visit at the hourly rates for technical support and engineering. If TriTech and the Client do not agree that the reported error(s) are not related to TriTech Software (e.g., related to third party items) TriTech may engage an independent third party subject matter expert to assist with the diagnosis of the error. If the error proves to be caused by TriTech's Software, TriTech will be responsible for the expenses for this diagnosis effort. If the error is not caused by TriTech's Software, the Client will be responsible for such expenses in addition to TriTech's expenses for the on -site visit, 6.0 SOFTWARE UPDATES 6.1 From time to time at TriTech's discretion, Updates to the TriTech Software and TriTech Documentation will be developed and provided to Client. All Updates to the TriTech Software and TriTech Documentation shall be subject to the terms and conditions of the Agreement and shall be deemed licensed TriTech Software thereunder. (Updates do not include new applications or separate modules or functions that are separately licensed and priced.) 7.0 LIMITATIONS 7.1 Software Support for the TriTech Software shall be subject to and conditional on Client's implementation and use of a version of the TriTech Software that is the most current general release version thereof that is offered to Client. If Client does not implement the most current general release version when it is made available, TriTech shall only be obligated to provide Software Support for Client's version of the TriTech Software for a period of twenty -four (24) months thereafter. 7.2 TriTech shall not be obligated to provide Software Support if Client is not current on the payment of all Software Support fees and expenses. 7.3 If any of the following circumstances exist, TriTech shall be entitled to charge additional Software Support fees plus expenses at its then current rates: 7.3.1 Problems in the TriTech Software are caused by modification of the TriTech Software, Subcontractor Software or Hardware, System Software, or Equipment by Client or a third party if not permitted hereunder. 7.3.2 Problems in the TriTech Software are caused by the TriTech Software not being used in accordance with the TriTech Documentation, or other written instructions provided by TriTech, or by misuse or neglect. 7.33 Problems in the TriTech Software are caused by software not provided by TriTech, not approved by TriTech in writing or not specified as compatible in the TriTech Documentation. (The procedures for loading third party software on a Workstation or Server are set forth in paragraph 7.4 of this Addendum.) 7.3.4 Problems in the TriTech Software are caused by equipment which does not Santa Ana System Purchase and Support Agreement — Addendum 6 Copyright @ 2015 TrYpech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page S or 24 25B -149 meet the configuration requirements, or Client does not maintain the site and facility as specified in the TriTech Documentation. 7.3.5 Problems in the TriTech Software are caused by one or more computer viruses that have not been introduced into Client's system by 'TriTech. Client shall maintain up to date virus checking software in accordance with TriTech Documentation and shall check all software received from TriTech or any other person or entity for viruses before introducing that software into any part of the TriTech System. If desired by Client, TriTech will provide Updates on media rather than direct downloading to facilitate this virus checking. If, despite such check, a virus is introduced by TriTech, TriTech will provide a virus -free copy of the TriTech Software, and will, at its expense, reload said software on Client's Equipment. Client shall practice reasonable back -up procedures for the TriTech System in accordance with TriTech Documentation. 7.3.6 Problems in the TriTech Software are caused by Subcontractor Software or System Software, including but not limited to operating system software. 73.7 Problems in the TriTech Software are caused by Equipment or software provided by Client or third parties with which the TriTech Software interfaces or operates (including but not limited to Subcontractor Software or Hardware), including but not limited to problems caused by changes in such Equipment or software. 7.4 If, at any time after installation of the System, Client desires to load on a Workstation or Server auy software not provided by TriTech, it shall, before loading such software, follow the procedures regarding third party software compatibility in the TriTech Documentation, and contact the TriTech Customer Service Department at the telephone numbers listed in Exhibit B for assistance as required. Such action shall not constitute approval, express or implied, for the loading of specific software on a Workstation or Server, nor any express or implied warranty, representation or other obligation by TriTech with respect to such software, including but not limited to its suitability, operability or capability to meet Client's needs or expectations. Client agrees that if the loading of such third party software degrades the performance of the System, Client shall immediately uninstall such software. In such circumstances, Client shall absolve, discharge and release TriTech from any obligations or liabilities related to operation or performance of the System, the TriTech Software, Subcontractor Software, or any other item provided by TriTech under this Addendum, including but not limited to any liabilities for damages related thereto in connection with the installation of such third party software. 7.5 TriTech Software Support under this Addendum, or any renewal or extension thereof, shall not include design, engineering, programming, testing, implementation or other services rendered necessary by changes in Subcontractor Software, System Software or Equipment, or in any other hardware, firmware or software provided by third patties or Client ( "Third Party Changes "). Any such services shall be subject to additional charges by TriTech and the mutual agreement of the parties as to the terms and conditions under which such services are rendered. Absent such agreement, TriTech shall be. under no obligation, express or implied, with respect to such Third Party Changes. Santa Ana System Purchase and Support Agreement — Addendum E Copyright 0 2015 TriTech Software Systems Uapublished: Rights reserved under the copyright laws or the United States Page 6 of 24 25B -150 7.6 Problems in the TriTech Software or transmission of data caused by wireless services are not warranted by TriTech, or covered under the terms of this Addendum. Client's use of services provided, by wireless service providers or carriers, and the security, privacy, or accuracy of any data provided via such services is at Client's sole risk. 7.7 Client is responsible for maintaining the required certifications for access to Client's state CTIS system(s), NCIC and /or other local state, federal and /or other applicable systems. 8.0 EQUIPMENT, SUBCONTRAC'T'OR SOFTWARE AND HARDWARE, AND SYSTEM SOFTWARE 8.1 Maintenance and support for Equipment provided under the Agreement is not included under this Addendum. However, since proper computer equipment maintenance is required for proper system operation, Client shall acquire and keep in force equipment maintenance agreements for the computer and peripheral equipment used to operate the TriTech Software, or to provide such maintenance in -house with qualified personnel. If Client determines that an item of Equipment provided under this Addendum does not perform as provided in the applicable specifications, Client may contact TriTech using the procedures described in Addendum B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and reasonable assistance, as defined in 8.2 below, in determining the cause of the reported problem. Notwithstanding the above, TriTech is not and shall not be a party to such third party maintenance agreements nor shall TriTech have any obligation or liability thereunder. 8.2 Maintenance and support for Subcontractor Software, Subcontractor Hardware, or System Software sold or licensed under the Agreement shall be subject to and provided in accordance with any maintenance agreements between Client and the suppliers thereof, or other third party maintenance providers, or the provisions of the applicable Subcontract support terms provided hereto at Exhibit C if continued annual support for flee applicable Subcontractor Software is provided under this Addendum as further defined herein. If Client determines that an item of Subcontractor Software or Hardware, or System Software provided under the Agreement does not perform as provided in the applicable Specifications, Client may contact TriTech using the procedures described in Exhibit B. TriTech shall thereupon provide Help Desk services to Client with respect to the reported problem and provide reasonable assistance to Client in determining the causes of the reported problem. Reasonable assistance consists of an evaluation of the reported problem in order to determine if the problem is being caused by a TriTech Software issue or an issue with a Thud Party Item that ueeds to be addressed by the applicable Vendor. As part of the evaluation process, TriTech will share with the Client non - proprietary information related to the diagnosis such as error messages, database trace information and other information that led TriTech to diagnose the Third Party Item as the likely cause and which may aid the Client in seeking a resolution from the applicable manufacturer or Vendor. For issues involving Windows O/S software (Microsoft) that generally affects the operation of the TriTech Software and is not caused by a Client specific installation or configuration of the O /S, TriTech will work with Microsoft to coordinate the resolution. Notwithstanding the above, TriTech is not and shall not be a party to such thud party maintenance agreements nor shall TriTech have any obligation or liability thereunder. Strata Ana System Purchase and Support Agreement— Addendum E Copyright @ 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright Laws of the United States Page 7 of 24 25B -151 9.0 LIMITATION OF LIABILITY 9.1 The total liability of TriTech for any claim or damage arising under this Addendum or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the Software Support fees paid under this Addendum by Client to TriTech for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by TriTech's insurance carrier(s), the coverage limits of such insurance. 9.2 IN NO EVENT SHALL TRITECH BE LIABLE, WHETHER IN CONTRACT OR IN TORT, FOR LOST PROFITS, LOST SAVINGS, LOST DATA, OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR NON -USE OF THE TRITECH SOFTWARE, OR OTHERWISE RELATED TO THIS ADDENDUM, REGARDLESS OF WHETHER TRITECH HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 10.0 SEVERABILITY 10.1 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Addendum is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Addendum, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Addendum so adjudged to be invalid or unenforceable. 11.0 FORCE MAJEURE/EXCUSABLE DELAY I l .l Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment or software from suppliers, default of a subcontractor or vendor, to the party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the party's reasonable control ( "Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 12.0 CONSTRUCTION AND HEADINGS 12.1 The division of this Addendum into sections and the use of headings of sections and subsections are for convenient reference only and shall not be deemed to limit, construe, affect, modify, or alter the meaning of such sections or subsections. Santa Ana System Purchase and Support Agreement — Addendum E Copyright Q 20 15 TriTech Software Systcros Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 24 25B -152 13.0 WAIVER 13.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Addendum shall not constitute a present or future waiver of such provisions not the right of either party to enforce each and every provision. 13.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 14.0 ENTIRE AGREEMENT 14.1 This Addendum and its Exhibits or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to the subject matter of this Addendum and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Addendum. 15.0 APPLICABLE LAW 15.1 Except to the extent that this Addendum is governed by the laws of the United States, this Addendum shall be governed, interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law provisions and not including the United Nations Convention on Contracts for the International Sale of Goods if such convention would otherwise be applicable. 16.1 ASSIGNMENT 16.1 Neither party may assign this this Addendum without the prior written consent of the other party which consent shall not be unreasonably withheld. Santa Aria System Purchase and Support Agreement— Addendum G Copyright 0 2015119Tech Sorl'were Systems Unpublished: nights reserved under the copyright laws of the United States Page 9 or 2d 25B -153 17.0 NOTICES 17.1 All notices required to be given under this Addendum shall be made in writing by (i) first -class mail, postage prepaid, certified, return receipt, (ii) by regularly scheduled overnight delivery, (iii) by facsimile or e -mail followed immediately by first -class mail, or (iv) by personal delivery, to the address set forth below, or such other address as provided in writing. Such notices shall be deemed given three (3) days after mailing a notice or one (1) clay after overnight delivery thereof. To Client: City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza, M -69 Santa Ana, CA 92702 Attn: James Schnabl Deputy Chief To TriTech: TriTech Software Systems 9477 Waples Street, Ste. 1.00 San Diego, Calif. 92121 Attn: Christopher D. Maloney, President and CEO 18.0 Modifications 18.1 This Addendum may be modified or amended only by a writing duly executed by both Parties, Sant Ana System Purchase and Support Agreement — Addendum E Copyright (D 2015 Tt 'Mch Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 10 of 24 25B -154 0) d LL o F- F m wa N c7 X07 p N 4 � Nw v � l° N b �a a� N ° N U N N � b b � ° � w N n N N ,D q co, o N � ro `-' N O NUj U VI C4 N 'N N cri O 25B -155 w O O F N H� ¢' ro 0 3�g .p � N w U N aA � N �y Ri U � pQ w .�Oy N � N 4W cd 'i-'7 0 E p 0 b F N O O 4-i h N ro b � O N a O 05 Vh N '9 U d I �t a. w y ti v A O N uq � w b O g U y F � 9 19'. .B N �c�aa M eY I' W N N C r cm N M co 0) 0 LO co co to rn O r " 0. 0 � M � W (�7 In W CA 0�1 co O a to d O O cj } L N N v � m rn In 0 o � r g N N d d N NU) O Cd U W t0 N V' tU >- N m O 0- N N ro U N L N N C CL m � E u, aro m N (Ja y ^ N J N Q N } Y N V y W. G ❑ O a Ict C/) w ° a e E "8 v ro N ro E� Q'(n N N co m� � p 25B -155 w O O F N H� ¢' ro 0 3�g .p � N w U N aA � N �y Ri U � pQ w .�Oy N � N 4W cd 'i-'7 0 E p 0 b F N O O 4-i h N ro b � O N a O 05 Vh N '9 U d I �t a. w y ti v A O N uq � w b O g U y F � 9 19'. .B N �c�aa p p O p� Iq fQ O N ro �b o �9 2 ti R• �. O H a o ro p.ro � G H o C y G h C N o O Co O a Cw b C C y CX� 25B -156 0 I EXHIBIT B SOFTWARE ERROR CORRECTION GUIDELINES AND PROCEDURES (1) All TriTech Software Errors reported by Client's personnel shall be resolved as set forth below. The response and resolution plan will be based upon the Priorities and Response Matrix terms specified below by product. The Client may elect to downgrade the urgency of the issue if the operational impact is not severe. The Client may also request an upgraded response to a lower priority issue if the issue has a significant operation impact by requesting to speak to a supervisor /manager from TriTech's Customer Service Group. All TriTech Software Errors reported by Client shall be resolved as set forth below. The response time will be based upon the priority assigned by Client in accordance with the Priorities and Response Matrix. Resolution of reported Software Errors not specifically defined in the Priorities and Response Matrix will be based upon the priority jointly agreed upon by TriTech and Client based on the operational impact to Client's business operations. (2) If Client determines a Software Error exists, Client shall immediately notify TriTech by telephone, followed by an error report in writing, setting forth the defects noted with specificity requested by TriTech. Note (a): Critical Priority and Urgent Software Errors must be reported via telephone at the number listed in the Support Issues Priority and Response Matrix under section (9) below. If Critical Priority or Urgent Priority Software Errors are not reported via the telephone, the stated response and resolution times will not apply. Note (b): Fligh, Medium, and Lower Priority Software Errors may be reported via email to the address listed in the matrix below, or through TriTech's Support website via the Customer Service portal on TriTech's website. (3) "Normal Customer Service Hours" (Business Hours) are 7:30 a.m. through 7:30 p.m. (Central), Monday through Friday, excluding TriTech holidays. (4) The main support line will be answered by TriTech's Customer Service Department, or TriTech's answering service, depending on the time /day of the call. During Normal Customer Service Hours, a Customer Service Representative will directly answer the support telephone call. If a Customer Service Representative is not available to answer your call during Normal Customer Service Hours, the call will automatically be routed to the TriTech operator. If all Customer Service Representatives are busy, the operator will offer the option to leave a message, or in the case of a Critical Priority problem, as described below, locate a Customer Service Representative. (5) Following Normal Customer Service Hours, the call will be automatically routed to TriTech's answering service. Any calls routed to the answering service will be escalated to an on- call Customer Service Representative on -call for prompt follow -tip and resolution, if required. Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 TriTcch Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page I of 24 25B -157 (6) During Normal Customer Service Hours, each issue will be assigned a ticket number. This number should be used for all subsequent inquiries relating to the original reported issue. Problems reported after Normal Customer Service Hours will be logged and assigned an issue number the next business day. Enhancement requests should be emailed to support @tritech.com. (7) As more fully defined in the TriTech System Planning Document, TriTech has approved VPN (virtual private network) connectivity as the sole primary form of support connectivity for TriTech's Inform CAD, Inform Mobile, Inform Browser and related Interfaces Software. Client shall establish a dependable VPN form of access for TriTech's use in order to be supported to enable TriTech to access, diagnose, update, repair, and /or install a workaround to the system. Backup support connectivity is also required. The Client will ensure there is either reliable cellular coverage or a landline telephone in each physical area in which a Server or interface equipment is located to allow the Client's team to assist in troubleshooting. Citrix GotoAssist is utilized for remote connectivity for Inform RMS and Inform IBR. (8) Reported software errors will be responded to and resolved in accordance with the Priorities and Response Matrix in Section 9 below If requested or specified in the response time criteria below, a TriTech representative will return the call in a manner consistent with the priority and order in which the call was received. Client will make every effort to respond to TriTech in a timely fashion when requests are made for follow -up calls or additional documentation on the reported problem. a. If a response is not received, or a resolution is not provided in accordance with the Priorities and Response Matrix, the Client may request escalation of the issue in accordance with the TriTech Documentation. Issues may be escalated to (i) a Customer Services supervisor; (ii) the Director of Customer Services; or (iii) the Vice President Customer Services. (9) Priorities and Support Response Matrix The following priority matrix relates to software errors resulting from the TriTech Software as further defined in this Addendum. Issues related to non - covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Addendum. Santa Ana System Purchase and Support Agreement — AddendumE Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 24 25B -158 Inforin CAD, Mobile, Browser, Interfaces, and GIS Link Issue Definition and Response Matrix Priority Issue Definition - - Response Time Priority 1- 24x7 Support for live operations on the production Normal Customer Service Hours: Telephone calls Critical Priority system: A system down event which severely to 800, 987.0911 will be immediately answered impacts the ability of Users to dispatch emergency and managed by the first available representative units. This is defined as the Following: but not longer than 5 minutes. « Inform CAD, Inform Mobile, or Interfaces After Normal Customer Service Hours: Thirty (30) are down as further defined below, minute callback after client telephone contact to • Critical servers inoperative, as listed below. 800.987.091 I. « Complete interruption of call taking and /or dispatch operations Priority I issues must be called in via 800. • Loss of transactional data & data corruption 987.0911 in order to receive this level of response. This means one or more critical server components are non- functional disabling Inform CAD or Inform Mobile workstations. These Software Errors are defined below. Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows: L Inform CAA: a. The Inform CAD System is down and all workstations will not launch or function. b. The Inform CAD System is inoperable duo to transactional data cotrrrptlon caused by TriTech Software. c. The Inform CAD Reporting and Archiving Server is down and the system is configured to use the Reporting Server for dispatching functions (e. g„ Premise History). d. Law enforcement users are unable to send or receive justice queries (this priority applies if the functionality is available through no other available methods within the TriTech software). 2. Inform Mobile: a. The Inform Mobile System is down and all unit mobile devices are unable to log in or function. b. The Inform Mobile System is inoperable due to transactional data corruption caused by TriTech Software. o. Law enforcement peers are unable to send or resolve justice queries (this priority applies if the fimetionality is available through no other available methods within the TriTech software). 3. Inform Browser, and GISLink: a. There arc no Critical Priority (Priority 1) issues for these products. Santa Ana System Purchase and Support Agreement - Addendum E Copyright 9) 20t5 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 o f 24 25B -159 Priority Issue Definition^ - ., Response` Time T Priority 2 — 24x7 Support for live operations on the production Normal Customer Service Hours: Telephone calls Urgent Priority system: A serious Software Error with no to 800. 987.0911 will be answered and managed by workaround not meeting the criteria of a Critical the first available representative but notlonger than Priority, but which severely impacts the ability of 5 minutes. Users to enter incoming calls for service and /or dispatch emergency units. Such errors will be After Normal Customer Service Hours: Cue (1) consistent and reproducible. hour callback after client telephone contact to 800. 987.0911. A significant number of the Inform CAD or Inform Mobile workstations us negatively impacted by Priority 2 issues must be called in via 800. this error (e.g., does not apply to a minimal set of 987.0911 in order to receive this level of response. Inform CAD or Inform mobile workstations). These Software Errors are defined in more detail below, Santa Ana System Purchase and Support Agreement — Addendum E Copyright O 2015 T.riTsch Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 24 25B -160 ' Priority Issue Definitlim .Response Time Urgent Priority issues, meeting the previously noted criteria, are defined as follows; 1. Inform CAD: a, Inform CAD users are severely impacted due to one of the following conditions: 1. Unable to enter new requests for service via the emergency or scheduled call- taking, ii, A user is unable to verify an address from within the emergency or scheduled call - taking screen. The inability to view /edit premise or caution note information. iii. The inability to send and receive text messaging (within CAD, or CAD to Mobile). iv. The system does not perform unit recommendations, Y. Inability to assign a unit to an incident. vi. Inability to change a unit's status. vii. Inability to close an incident. viii. Inability to view incident information needed to dispatch an incident. ix. Disaster Recovery System, following a test failover is inoperable for more than one (l) business day 2. Inform Mobile: a. Inform Mobile users are severely impacted due to one of the following conditions: I. Inability to receive new requests for service from TriTech CAD. ii, Inability to view incident information needed to dispatch an incident. iii. The inability to send and receive text messaging (CAD to Mobile, or Mobile to Mobile). iv. Inability to enter a traffic stop or on -view incident. v. The inability to view premise or caution note information. vi. Disaster Recovery System, following a test fadover is inoperable for more than one (1) business day. 3. Inform CAD/Mobile Interfaces; a. An Inform CAD Station Alerting Interface is down or Inform CAD Station Alerting Interface repeatedly fails to process a station alert, as peat oP a unit assignment, or if there is a reoccurring significant delay in the interface processing a station alert as part of a unit assignment (once it is diagnosed that is not being caused by the station starting system), b. An Inform CAD Paging Interface is down. c, An interface used for personnel restoring is down. d. A CAP -to -CAD interface is down or repeatedly fails to process information into an incident, e. An Inform CAD Paging Interface repeatedly Pails to process a unit alert as part of a unit assignment. E An ANVALI interface repeatedly' fails to process information into an incident. g. An interface to an external restoring system used to logou units is dawn. In. An AVL interface fails to process updates for over 50010 of unit's, i. A mobile interface (MDT or MDC) repeatedly fails to process incident or status change information. j. A Standard CAD to External System Incident Data Transfer Interface License (RMS) is down. 4. Inform Browser: a. Inform Browser is down and no workstations are able to login (unrelated to the Customer Network) 5, 0181-ink; - There are no Urgent Priority (Priority 2) issues for this roduct. Seats Ana System Purchase and Support Agrreement— Addendum E Copyright © 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 5 of 24 25B -161 Priority Issr>.e Definition _ Response Time Priority 3 - Normal Customer Service Hours Support: A Normal Customer Service hours: Telephone calls High Priority Software Error not meeting the criteria of a Critical to 800. 987.0911 by the first available or Urgent Priority, has a workaround available, but representative but not longer than 5 minutes after which does negatively impact the User from the initial phone call. entering incoming calls for service and /or TriTech will use commercially reasonable efforts to dispatching emergency units. Such errors will be High Priority issues may also be reported via consistent and reproducible, lflpi7ort @tritech.com. Priority 2— A significant number of Inform CAD or Inform High Priority Issues no not managed after Normal Urgent Priority Mobile workstations are negatively impacted by Customer Service Hours. this error (e.g., does not apply to a minimal set of allows the Client to resume normal operations on the workstations). production system. Priority 4 — Normal Customer Service Hours Support A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800. 987.0911 wilt be answered and managed by does not negatively impact the User from entering the first available representative. but not longer than incoming calls for service and/or dispatch 5 minutes after the initial phone call. emergency units. This includes system administrator functions. Medium Priority issues may also be reported via st�porr @Iritk1"� ',5 cwt». Medium Priority issues are not managed after Normal Customer Service Hours. Priority 5 — Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone calls Low Priority Cosmetic or Documeutation errors, including to 800, 987.091 twill be answered and manager) by Client technical questions or usability questions the first available representative but not longer than 5 minutes after the initial phone call Low Priority issues may also be reported via ,qLlppott@tritceh.com. Low Priority issues are not managed after Normal Customer Service Hours, Priority Resolution Process - Resolution Time Priority 1— TriTech will provide a procedural or configuration TriTech will work continuously (including after Critical Priority woricaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume live operations on the production allows the Client to resume live operations on the system, production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Priority 2— TriTech will provide a procedural or configuration TriTech will work continuously (including after Urgent Priority workaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume normal operations on the allows the Client to resume normal operations on the production system, production system. TYiTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Santa Ana System Purchase and Support Agreement— Addendum E Copyright © 20'15 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Pnge 6 of 24 25B -162 Priority ` Resolution Process .. . Resolution Time Priority 3 - TriTeoh will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround or ends problem. correction within a timeframe that takes into consideration the impact of the issue on the Client and TriTech's User base. Priorty 3 issues have primrity scheduling in a subsequent release. Priority 4— If TdTeoh determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priorty error requires a code correction, such resolution which may include a workaround or code issues will be addressed in a subsequent release correction in a ruture release of the software, Priority when applicable. 4 issues have no guaranteed resolution time. Priority 5 — Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues. TriTech's roadmap planning process. Additional Information: • Disaster Recovery and Training CAD/Mobile Systems do not generally qualify for after Normal Customer Service Hours support. This would change if the Production System has failed over to the Disaster Recovery System or following crest failovor it is inoperable for more than one (t) business day, TriTech will work to resolve the problem according to the Priority 2 response and resolution criteria included above. • Modifications to installed TriTeoh CAD/Mobile Licensed Software that operates with State and National Crindmil justice Information Systems (State CdIS /NCIC) systems to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. Santa Ana System Purchase and Support Agreement -- Addendum E Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States Page 7 of 24 25B -163 Inform RMS, and Inform FBR Issue Definition and Response Matrix Priority 1— Critical Priority Priority 2 — Urgent Priority Normal Customer Service Hours Support for live operations on the production system: A system down event which severely impacts the ability of Users to log on the system, or severely impacts the ability of Users to book or release inmates, This is defined as the following: • TriTeeh Inform RMS, or Inform FBR server ,software inoperative • Loss of ability for all Inform RMS, or Inform FBR users to log on to system • Loss of transactional data 8c data corruption • Unable to book or release inmates. This means one or more critical server components are non- functional disabling Inform RMS, or Inform FBR, workstations. These Software Errors are defined below. 1, Inform RMS System: Response Time Normal Customer Service Hocrs: Telephone calls to 800. 987.0911 will be immediately answered and managed by the first available representative but not longer than 5 minutes. After Normal Customer Service Hours: Unless optional 24x7 support is contracted, support for TriTech RMS, or Inform FBR is not managed after Normal Customer Service flours. V optional 247 support is contracted, after Normal Customer Service Hours: Thirty (30) minute call back after Client telephone contact to 800.987.0911. Priority I issues must be called in via 800. 987.0911 in order to receive this level of response. noted criteria are defined as a. The Inform RMS System Server is down and unavailable for queries. b. The Inform RMS is inoperable due to data corruption caused by TriTeeh Software. c. Law enforcement users are unable to send or receivejustice queries and transactions (this priority applies If the functionality is available through no other available methods witbiu the TriTech software). 2. Inform FBR System: a. The Inform FBR Server is down and unavailable to process reports. b. The Inform FBR Server is inoperable due W data corruption caused by TriTech Software. Normal Customer Service Hours Support for live operations on the production system: A serious Software Error with no workaround not meeting the criteria of a Critical Priority, but which severely impacts the ability of Users from performing a common function, or severely impacts the ability of Users to book or release inmates. Such errors will be consistent and reproducible. • Loss of ability for Inform RMS users to enter Case (Incident, Arrest and Custody) records into the system • Loss of ability to transfer Inform PBR Reports A significant number of the Inform RMS, or Inform FBR workstations are negatively Impacted by this error (e.g., does not apply to a minimal set of Inform RMS, or Inform PER workstations). These Software Errors are de'f'ined in more detail below. Normal Customer Service Hours: Telephone calls to 800. 987.0911 will be innmediatcly answered and managed by the first available representative but not longer than 5 minutes. After Normal Customer Service Flours: Unless optional 24.x7 support is contracted, support for TriTech RMS, or Inform FBR is not managed gfker Normal Customer Service Hours. ff optional 24x7 support is contracted, after Normad Canonici Service hours: One (1) hour call back after Client telephone contact to 800.987.0911. Priority 2 issues must be called in via 800. 987.0911 in order to receive this level of response Santa Ana System Purchase and Support Agreement— Addendum E Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 8 of 24 25B -164 Priority Issue Definition Response. Time . Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows: I. Inform RIVIS: a. The inability to create, save, access, or close records b. The inability to enter property in the evidence module c. The inability to move a piece of property to another location d. The inability to assign a case to an investigator e. The inability to create UCR/DIIBRS State Reports f. The inability to omnplete an exptmgement on a name record g. The system does not display active master name alerts h. The system does not display active warrants for a master name 2. Inform PBR: a. The inability to create, save, access, or close reports b. The inability to transfer a report to RMS c. The inability to provide master resolution during entry d. A report is unable to complete the approval worldlow. Santa Ana System Purchase and Support Agreement— Addendum E Copyright © 2015 Tr9Tecb Software Systems Unpublished: Rightg reserved under the copyright laws of the United States Page 9 of 24 25B -165 - Priority _ - -,; Issue Definition - Response Time - Priority 3 - Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls High Priority Software Error not meeting the criteria of a Critical to 800. 987.0911 by the first available or Urgent Priority, has a workaround available, but representative but not longer than 5 minutes after which does negatively impact the User from the initial phone call. performing a common Inform RMS, or Inform TriTech will use commercially reasonable efforts to FBR function, Such errors will be consistent and High Priority issues may also be reported vin reproducible. CH Clicnt5ggViCeSTriaeeCaniloch coot. • Loss of Non - Critical Data (with "Non- High Priority issues ate not managed after Normal Critical" being defined as not causing an Customer Service Hours. error classified as a P I or P2 error (above). • NISRS State reporting issues that cause agency reports to exceed State error submission limits • UCR reporting multiple occurrence of inaccurate data A significant number of Inform RMS, or Inform F13R workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations, Priority 4 — Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone calls Medium Priority Software Error related to a user function which to 800.987.0911 will be answered and managed by does not negatively impact the User by preventing the first available representative but not longer than routine use of the system. This includes system 5 minutes after the initial phone call. administrator functions. Medium Priority issues may also be reported via CH,. C71ont4crvice sTria4reCrAtritcc- h.cold, Medium Priority issues arc not managed after Normal Customer Service Hours, Priority 5 — Normal Customer Service Hours Support: Normal Customer Service I- Iours: Telephone calls Low Priority Cosmetlo or Documentation errors, including to 800.987.0911 will be answered and managed by Client technical questions or usability questions the first available representative but not longer than 5 minutes after the initial phone call. Low Priority issues may also be reported via Chi, Clicr -�i" ^rvice'Ceia +e C�trit•ch con. Low Pddrity 'issues are not manager after Normal Customer Service Hours. Priority Resolution Process Resolution Time Priority I— TriTech will provide a procedural or configuration TriTech will work eominumsly (Including after Critical Priority workaround or a code correction that allows the horns) to provide the Client with a solution that Client to resume live operations on the production allows the Client to resume live operations oil the system, production system, TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 TriTech Software Systems Unpublished: flights reserved under the copyright laws of the United States Page 10 of 24 25B -166 . Priority - Resolution. Process - Resolution Time Priority 2 — TriTech will provide a procedural or configuration TriTech will work continuously (including after Urgent Priority workaround or a code correction that allows the hours) to provide the Client with a solution that Client to resume normal operations on the allows the Client to resume normal operations on the production system. production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification. Priority 3 - TriTech will provide a procedural or configuration TriTech will work to provide the Client with a High Priority workaround that allows the Client to resolve the resolution which may include a workaround or code problem. correction within a timeframe that Cakes into consideration the impact of the issue on the Client and TriTech's User base. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 — If TriTech determines that a reported Medium TriTech will work to provide the Client with a Medium Priority Priority error requires a code correction, such resolution which may include a workaround or code issues will be addressed in a subsequent release correction in a future release ofthe software, Priority when applicable. 4 issues have no guaranteed resolution time. Priority 5— Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion according to Priority issues. TriTech's roadmap planning process. Additional Information: State and Federal mandates relating to Justice queries and reporting change from time to thee, The following changes are considered covered support items. A. Modifications to installed Uniform Crime Reporting (UCR) Program or National Incident Based Reporting System (NIBRS) facilities within the Inform RMS Licensed Software, as necessary, in order to accommodate Government Mandated Changes dictated by State and Federal agencies having authority over these programs. Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved Linder the copyright laws of theUnitcd States Page 11 of 24 25B -167 EXHIBIT C SUBCONTRACTOR SUPPORT TERMS (Attached, if applicable) Santa Ana System Purchase and Support Agreement — Addendum E Copyright © 2015 . TriTech 5ollware Systems Unpublished: Rights reserved under the copyright laws of the United States Page 12 of 24 25B -168 ADDENDUM F TRITECH,COM SUBSCRIPTION SERVICE LICENSE AND USE AGREEMENT I. Subscription Service License and Use Agreement. This Subscription Service License & Use Agreement (the "Agreement ") is made by and between, TriTech Software Systems (hereinafter referred to as "TriTech ") and the client named on the signature page attached hereto ( "Client ") as of the date of last signature below. TriTech and Client may also be referred to herein individually as "Party ", or collectively as the "Parties ". The Parties have entered into a System Purchase and Support Agreement (the "Purchase Agreement ") which includes the provision of the subscription services defined in this Agreement and the Statement of Work (the "SOW ") attached as Addendum A -1 to the Purchase Agreement. II. Services; Software. A. Under the terms of this Agreement, TriTech will be responsible for providing the following services ( "Services "): (i) Hosting TriTech's software ( "Software ") for its TriTech.corn IQ online program and corresponding rnodule(s) as indicated in the Purchase Agreement; (ii) Providing the Client with technical support for the Software as set forth in Schedule A ("Technical Sup ort" , database hosting and other related services as further defined in the Purchase Agreement and SOW; (iii) Providing the Client with remote access to search Client's data and, if purchased, report on Client's data through the Software and the applicable database(s) for Authorized Users (as defined in Section III (B) hereof) for 24 hours per day, 7 days per week, except as otherwise provided in Schedule A hereto with respect to scheduled maintenance; and further provided, that TriTech shall not be responsible for connectivity issues clue to an event of Force Majeure, as defined in paragraph B below; (iv) Providing the Client with certain user manuals and /or on -line Software education or other information on the TriTech website to assist Client with its use of the Software ( "Documentation"); (v) Enabling Client to update the applicable databases and obtain the agreed upon data processing output; (vi) Providing any other Software related services stated in the Purchase Agreement (together, the "Subscription Services "). Schedule A and any Documentation may be updated by TriTech from time to time in its sole discretion upon written notice to Client; (vii) Providing the Client with initial training as stated in the Purchase Agreement; and (viii) Populating the Software and the associated database(s) with Client Information (as Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 1 of 20 • e defined in Section VII (B) hereof) and otherwise assist Client with the setup of the Software (together, the "Implementation Services "). (ix) I£ applicable, TriTech and Client shall mutually agree in writing on a schedule for transfer of data from Client's existing system to TriTeeh.com IQ. B. Force Majeure. TriTech shall not be responsible for delays in performance, including connectivity issues, due to disruption of internet services, war, acts of terrorism, strike, fire, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, unavailability of facilities, equipment or software from suppliers, the actions or omissions of Client or its officers, directors, employees, agents, contractors or elected officials and /or other similar occurrences beyond TriTech's reasonable control. C. This Agreement allows Client to use the Software located on TriTeoh's servers, to which Client will be granted limited remote access. Client shall not receive a physical copy of the Software in any form, but will have the ability to use the Software on TriTech's servers, and to access the Software remotely as directed by TriTech. IIl. License; Access. A, Provided that Client has paid the applicable Fees (as defined in Section IV (A) hereof), TriTech grants to Client a limited non - exclusive, non - transferable license to use the Subscription Services, including the Software located on TriTech's servers, through Client's computer(s) for Client's internal operational use only for the Term set forth in Section V unless otherwise agreed to by TriTech in writing, and TriTech shall perform the applicable Implementation Services for the Client. The Subscription Services may only be accessed by an Authorized User. Client is expressly prohibited from subliceasing, selling, renting, leasing, providing service bureau or timeshare services, distributing or otherwise making the Subscription Services or the Software available to third parties other than any third -party Authorized Users. B. For purposes of this Agrecment, an "Authorized. User" is an individual (i) who is an employee of Client, a contractor or other representative of Client and (ii) who has been properly issued a valid password that subsequently has not been deactivated. C. Access to the Subscription Services by Authorized Users is enabled only by passwords to Authorized Users. Client is solely responsible for the management and control of those passwords and Authorized Users shall not be permitted to disclose or transfer a password to any third party. Client shall assign a "Client Administrator" to provide such password management and control. Upon request by Client, additional Authorized Users' passwords shall be activated by TriTech. D. Client acknowledges (i) that the protection of passwords issued to Authorized Users is an integral part of TriTech's security and data protection process and procedures and, (ii) that TriTech will rely on Client utilizing and maintaining proper password control obligations and procedures. In the event that Client has reasonable cause to believe that a password is being improperly used by an Authorized User or used by an unauthorized Santa Ana System Purchase and Support Agreement — Addendum F Copyright ® 2015 TdTeoh Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 20 25B -170 person, Client shall promptly notify TriTech. TriTech reserves the right to deactivate a compromised password immediately upon notice from Client without further notice to Client or the affected Authorized User. TriTech shall have the right, at its sole cost and expense, to utilize an independent certified accounting firm, to verify the number of passwords that have been issued for use by Authorized Users of the Client and use of these passwords within Client's organization in compliance with the terms of this Agreement. E. The number of Authorized Users having the ability to access the Subscription Services at any single moment in time shall be specified In the Purchase Agreement. IV. Fees; Payment; Taxes, A. As consideration for use of the Subscription Services and the Implementation Services during the initial contract term, Client shall pay those fees and charges set forth in Schedule B (together, "Fees "). Failure to pay may result in suspension or termination of your account until payment is made. Fees shall remain in effect during the Initial Term, Thereafter, fees are subject to change upon each successive renewal which shall be mutually agreed and set forth in the Renewal Notice. B. As consideration for use of the Subscription Services during renewal contract terms, Client shall pay those fees and charges set forth in the Renewal Notice (together, "Pees "). C. TriTech shall notify Client prior to the end of the initial subscription term of the subscription fees for the first renewal term. Unless otherwise agreed in writing, subscription fees shall be due on or before the commencement of each annual subscription term. Subscription fee for the first renewal term and all renewals thereafter shall be subject to increase on an annual basis at a rate of 3 %, Fees for the first renewal subscription term will be prorated as applicable, to coincide with the annual software support term under the Software Support Agreement between TriTech and Client. D. All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one -half percent (1 -1/2 %) per month, or the highest rate permitted by law, whichever is less, from fifteen (15) days after their due date until paid. Remittance Address for Payments Only: TriTech Software Systems P.O. Box 203223 Dallas, TX 75320 -3223 E. Payments may be made by check, wire transfer, or Automated Clearing House ( "ACH "). TriTech will provide banking information if Client requests to pay by wire transfer or ACH. Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 3 of 20 25B -171 F. Any amounts payable pursuant to this Agreement are to be net to TriTech and shall not include taxes or other governmental charges or surcharges, if any. In addition to the fees and charges due TriTech under this Agreement, Client shall remain liable for and shall pay all local, state, and federal sales, use, excise, personal property, or other similar nixes or duties, and all other taxes, which may now or hereafter be imposed upon this Agreement or possession or use of the Software, excluding taxes based on TriTech's income. V. Term. and Termination; Suspension of Services. A. This Agreement shall commence upon execution hereof and shall continue in full force and effect for a period of one (1) year ( "Initial Term ") from the date of activation unless the Agreement is otherwise terminated as set forth herein. The "date of activation" will be defined as the date of Go Live for Inform CAD.. B. At the conclusion of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term "), unless one Party notifies the other Party in writing of its decision not to renew at least thirty (30) days prior to the end of the Initial Term or any Renewal Term. (The Initial Term and any Renewal Term collectively are referred to herein as the "Term "). C. Either Party may terminate this Agreement (i) immediately if the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, Liquidation or composition for the benefit of creditors, or (ii) immediately if the other party becomes the subject of an involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, and such petition or proceeding is not dismissed within sixty (60) days of filing. D. Client may terminate this Agreement if TriTech breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same. E. In addition to the circumstances as described in Subsection V(F) below, TriTech may terminate the Agreement at any time upon thirty (30) days prior written notice to the Client. In the event of termination by TriTech pursuant to this Subsection V(E), Client shall be entitled to a refund of a prorated portion of the annual subscription fees already paid for the then - current Tenn. F. If Client's scheduled Subscription Services payment or any other amount due and owing by Client to TriTech is delinquent, TriTech may, in its sole discretion, immediately terminate or suspend all or any portion of the Services forty -five (45) days after the date payment is due. G. Upon the effective date of expiration or termination of this Agreement: (i) TriTech will immediately cease providing Client with any Services it is providing and any other Santa Ana System Purchase and Support Agreement — Addendum F Copyright P' 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright taws of the United States Page 4 of 20 25B -172 applicable component of the Services; (ii) all issued passwords shall be deactivated; and (iii) Client shall immediately pay in full to TriTech any and all monies that are owed by the Client to TriTech under this Agreement for the Services furnished up to the effective date of the Agreement's termination or expiration. H. Upon TriTech's reasonable belief that tortuous or criminal or otherwise improper activity may be associated with Client's utilization of the Services, TriTech may, without incurring any liability, temporarily suspend or discontinue the Services pending investigation and resolution of the issue or issues involved. I. If all or any components of the Services have been terminated as a result of a breach by Client, or suspended as provided herein, and Client requests that all or any component of the Services be restored, TriTech has the sole and absolute discretion whether or not to restore such Services; and further, any such restoration shall be conditioned upon TriTech's receipt of all Fees due and owing hereunder. In the event of expiration or termination of this Agreement for any reason, each Party shall promptly return to the other Party or destroy all copies of the other Party's Confidential Information (including notes and other derivative material) that it has received pursuant to Section VII hereof. Within thirty (30) days of termination or expiration of the Agreement, TriTech shall remove and destroy Client's data. TriTech will not return the data to the Client as the Client still retains the source data. K, Sections IV, V, VII, VIII, IX, X, XI, XII, XIII and XIV shall survive any termination of this Agreement, as well as any other obligations of the Parties that contemplate performance by a Party following the termination of this Agreement. VI. Client Responsibilities. A. In conjunction with its obligation to participate in the Implementation Services, Client will assign personnel with the required skills and authority to perform the applicable tasks effectively and, further, will make best efforts to meetits obligation to supply information and otherwise assist as necessary to effect the commencement of the Subscription Services via the Implementation Services. Management of Client's responsibilities in conjunction with the Subscription Services after implementation shall be assigned to a Client Administrator who has attended training offered by TriTech to Client. The Client Administrator that the Client appoints may be replaced at any time at the sole discretion of the Client upon Client's written notice to Tripeclr so long as the newly appointed Client Administrator has attended TriTech's training. Client will be charged additional fees for any such training for Client's employees beyond the initial training for the Software that is a part of the implementation Services. B. Client is responsible for providing hardware, operating system and browser software that meets TriTech's technical specifications, as well as providing and maintaining a fast, stable, high speed connection and remote connectivity. Santa Ana System Purchase and support Agreement— Addendum F Copyright © 2015 . TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 20 25B -173 C. Client is solely responsible for the integrity of all data and information that is provided to TriTech under this Agreement (i.e., the Client Information), including completeness, accuracy, validity, authorization for use and integrity over time, regardless of form and format, and whcther or not such data is used in conjunction with the Subscription Services. Further, it is solely Client's responsibility to assure that the initial and one- time importing of the Client Information into Client's database by TriTech has been properly performed, acknowledging that thereafter the completion of the initial setup of all Code Files not ah -cady populated by TriTech and the input and modification of Client's database shall be performed solely by Client. The Client Information that is to be included in Client's database shall be provided by Client in a digital form that complies with the requirements of the Client Information format as stated in TriTech's policy for inputting Client Information in any Documentation TriTech provides to Client. In addition, Client is solely responsible for the accuracy of any and all reports, displays and /or uses of Client Information, whether or not TriTech assisted Client with the development or constriction of such reports and displays and other uses of the Client Information. D. Client shall not attempt to decode, disassemble, copy, transmit, transfer or otherwise reverse engineer the Services, including, without limitation, the Software. E. Client is responsible for maintaining an active e -mail account for correspondence with TriTech. F. Client is responsible for maintaining the required certifications for access to Client's state CJIS systems(s), NCIC and /or other local state, federal and/or applicable systems. G. Client is responsible for proper firewall maintenance allowing for data to move from their on- premise data contributing system to'TriTecb.com IQ. VII. Confidentiality, Privacy and Business associate Provisions. A. In association with the execution of this Agreement and TriTech's participation in the use and support of the Software, Client has obtained, will have access to, or will obtain confidential information regarding intellectual property of TriTech, the Software and its contents, sales and marketing plans and other similar information (hereinafter referred to as "Confidential Information "). Client acknowledges that the Software itself represents and embodies certain trade secrets and confidential information of TriTech. Client hereby agrees that, for itself and its shareholders, officers, directors, employees, and agents, Client shall not disclose any of TriTech's trade secrets or confidential information without TriTech's prior written consent for any such disclosure. B. In association with the execution of this Agreement and the participation of TriTech in the support of the Software, TriTech has obtained or will obtain confidential information of Client. regarding the business of Client, Client Information for its utilization in connection with providing the Services to Client, the records of patients served by Client, Santa Ana System Purchase and Suppon Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished; Rights reserved under the copyright taws of the United States Page 6 of 20 25B -174 accounts payable and accounts receivable of Client, trade secrets, customer lists, and other similar information. TriTech shall not disclose any of Client's confidential information without Client's prior written consent for any such disclosure. "Client Information" means confidential information about Client's business or its customers that (i) Client and /or its customers deliver to TriTech for use in its implementation of the Services, which Client subsequently updates and otherwise modifies, and (ii) TriTech hosts on services for access by and transmission to the Authorized Users via the Internet. TriTech shall not use any Client Information except as expressly set forth in this Agreement. C. In addition to TriTech's obligations regarding nondisclosure of Client Information set forth above, in the event that TriTech is a "Business Associate," and Client is a "Covered Entity" pursuant to 45 C.F.R. § 160.103, TriTech shall perform its obligations under this Agreement with respect to Protected Health Information ( "PHI ") as provided in Addendum 1 attached to this Agreement. D. Notwithstanding any provisions of this Agreement to the contrary, Client may terminate this Agreement if Client determines that TriTech has violated a material term of this Agreement with respect to its functions as a Business Associate in accordance with Addendum 1. E. Confidential Information other than PHI as defined in Addendum 1, shall not include any information that is (i) already known to the receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving Party; (iii) subsequently disclosed to receiving Party on a non - confidential basis by a third party not having a confidential relationship with the other Party hereto that rightfully acquired such information; (iv) communicated to a third party by receiving Party with the express written consent of the other Party hereto; or (v) legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, etc. to the other Party so that such Party will have the opportunity to obtain a protective order. F. Each Party agrees to restrict access to the Confidential Information of the other Party to those employees or agents who require access in order to perform the Subscription Services, Implementation Services or Additional Services, acknowledging that certain Confidential Information of each Party may 6e discIosed�o Authorized— Uscs -as a — necessary function of the Subscription Services; and, except as otherwise provided, neither Party shall make Confidential Information available to any other person or entity without the prior written consent of the other Party. H. Notwithstanding the foregoing, Client understands and agrees that TriTech may transfer Confidential Information of Client to a third party hosting entity for the purposes of providing the communications infrastructure, hosting services and /or related support and other operations necessary to deliver all or certain portions of the Services; rop videcl that TriTech, in turn, binds such third party to confidentiality and non - disclosure terms that Santa Ana System Purchase and Support Agreement— Addendtun F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved ardor the copyright laws of the United States Pago 7 or 20 25B -175 are at least as protective of TriTech's and Client's interests as the terms stated herein. Client acknowledges that TriTech shall have no responsibility or liability for unauthorized access to or dissemination of Client Information by Authorized Users or other third parties, whether as a result of breach of data security, misappropriation or misuse of passwords or any other cause. VIII.Ovvnership. A. TriTech owns all rights and title in and to the Services, including, without limitation, the Software, and any Developments, as that term is defined below. Further, Client agrees that the Subscription Services' screens and any output of the Services, excepting the Client Information, are the property of TriTech and subject to United States and other patent, copyright, trademark, trade secret and other applicable laws and treaties and Client agrees that it shall not remove, alter or obstruct any ownership or use legends that TriTech places on any such screens or output of the Services. Nothing contained in this Agreement shall be construed as granting Client any rights in or to the Subscription Services (including, without limitation, the Software and output of the Subscription Services), the deliverables from the Implementation or Additional Services or related Confidential Information, other than the right to use the Services and any applicable Confidential Information of TriTech during the Term, in accordance with this Agreement. Client agrees that TriTech has and retains all rights to use any data and information relating to the Software and Services that it receives from Client including, without limitation, any information that constitutes, or results in, an improvement or other modification to the Software or the Services, but excluding the Client Information and PHI, or CJIS data. As between the parties, TriTech agrees that all Client Information provided to TriTech under this Agreement for TriTech's use in connection with the Subscription Services is the property of Client; provided, however, TriTech shall have the right to retain Client Information in accordance with its obligations under the terms of this Agreement in the event that the return or the destruction of any Client Information is infeasible. The term "Developments" shall mean all programs, upgrades, updates or other enhancements or modifications to the Software, if any, and all Documentation or other materials developed and/or delivered by TriTech in the course of providing technical support or otherwise, under this Agreement. B. Client will not have the ability to copy the Client ,Information entered onto the Software. Rather, TriTech shall retain the physical copy of the Software, title, right and interest in and to the Software, including upgrades, updates, and /or other enhancements or modifications to the Software in any medium, including but not limited to all copyrights, patents, trade secrets, trademarks, and other proprietary rights. IX. Disclaimer; Limitation of Liability. Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 20t 5 TriTech Software Systems Unpublished; Rights reserved under the copyright taws of the United States Page S of 20 25B -176 A. THE SERVICES, SOFTWARE AND ANY DOCUMENTATION ARE MADE AVAILABLE FOR CLIENT'S USE "AS IS" AND EXCEPT AS OTHERWISE SPECIFICALLY STATED HEREIN, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. B. TRITECH DOES NOT' WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR -FREE, CLIENT AGREES TO INDEMNIFY TRITECH AGAINST ANY SUCH LIABILITY TO CLIENT, REGARDING THE CLIENT'S USE OF THE SERVICES, THE SOFTWARE AND ANY DOCUMENTATION OR OTHERWISE. IN NO EVENT SHALL TRITECH BE LIABLE TO CLIENT OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE FOR INCIDENTAL, SPECIAL, INDIRECT, GENERAL, OR CONSEQUENTIAL DAMAGE OR LOSS OF ANY NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, INCOME, LOSS OR USE OF DATA, WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, SOFTWARE AND ANY DOCUMENTATION EVEN IF TRITECH HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY, C. TRITECH DISCLAIMS ALL LIABILITY FOR THE ACCURACY AND /OR COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED WITH THE SOFTWARE OR AS ADDED OR MODIFIED BY CLIENT OR ANY THIRD PARTY, OR DATA AS PROCESSED ON CLIENT'S OR TRITECH'S COMPUTER NETWORK, CLIENT BEARS THE ENTIRE RESPONSIBILITY FOR ITS COMPUTER NETWORK, INCLUDING CLIENT'S USE OF THE SOFTWARE, THE PERFORMANCE OF THE SERVICES AND THE SOFTWARE AND THE BEFIAVIOR OF THE DATA ON EITHER CLIENT'S OR TRITECH'S COMPUTER NETWORK, D. TRITECH REPRESEN'T'S AND WARRANTS TO CLIENT THAT, TO TRITECII'S CURRENT AND ACTUAL KNOWLEDGE, THE SOFTWARE, WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, DOES NOT VIOLATE ANY EXISTING U.S. COPYRIGHTS, PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF AN 'Y THIRD PARTY AS OF THE DATE OF THIS AGREEMENT, TRITECII SHALL, INDEMNIFY AND HOLD CLIENT HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, INCURRED BY CLIENT ARISING OUT OF ANY BREACH OF THIS WARRANTY ON THE PART OF TRITECH, Santa Ann System Purchase and Support Agreement— Addendum F Copyright d 2015 Tr #Tech Sol`tware Systems Unpublished: Rights reserved under the copyright laws of the United States Pagc 9 oC 20 25B -177 E. IN NO EVENT SHALL TRITECII'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT AS FEES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE EVENT THAT GAVE RISE TO SUCH CLAIM. X. Indemnification. Client shall indemnify and hold harmless TriTech from, against, and in respect of the full amount of any and all liabilities, damages, and claims including without limitation, attorneys' fees, arising from, in connection with, or incident to the Client's use or misuse of the Software, except as may otherwise be, agreed to in writing by the partics, and except as to any material breach of this Agreement by TriTech. XI. Assignment. Client shall not transfer or assign any of its rights or obligations under this Agreement to any other person or entity without the express written permission of TriTech, which permission shall not be unreasonably withheld. Any assignment without such express written permission of TriTech shall result in the automatic termination of this Agreement. X11. Written Notices. Written notices required or permitted to be given under this Agreement shall be made to the parties at the following addresses and shall be presumed to have been received by the other party (i) (three) 3 days after mailing by the party when notices are sent by First Class Mail, postage prepaid; (ii) upon transmission (if sent via facsimile with a confirmed transmission report); or (iii) upon receipt (if sent by hand delivery or courier service). A. Written Notices to Client: City of Santa Ana Police Department 60 Civic Center Plaza, M -69 Santa Ana, CA 92702 Attention: Deputy Chief James Schnabl B. Written Notices to TriTech: TriTech Software Systems 9477 Waples Street, Ste. 100 San Diego, CA 92121 Attention: Contracts Santa Ann System Purchase and Support Agreement — Addendum P Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States Page 10 or 20 25B -178 MII, Governing Law. Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California, without regard to its conflict of law provisions. XIV.Integration. This Agreement and the Purchase Agreement contain the entire understanding between the parties and supersede any proposal or prior agreement regarding the subject matter herein. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. ,Santa Ana Systcm Pmnlrase and Support Agreement m Addendum P Copyright © 2015 TyMch Software Systcrns Unpublished: Rig'hrs reserved under the copyright laws of the United States Page 11 of 20 25B -179 Schedule A TECHNICAL SUPPORT This Schedule describes the terms and conditions relating to technical support that TriTech will provide to Client during the Term of the Agreement, Product Updates: From time to time TriTech may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal. "Update" to the Software. If Client is receiving technical support from TriTech on the general release date for an Update, TriTech will provide the Client with the Update and related Documentation, Technical Support Services: Telephone Assistance. Client will be given the telephone number for TriTech's support line and will be entitled to contact the support line during normal operating homy, (between 7:30am and 7:30pm Central Time) on regular business days, excluding TriTech holidays, to consult with TriTech technical support staff concerning problem resolution, bug reporting, documentation clarification, and general technical guidance. Assistance may include remote connectivity, modern, or electronic bulletin board. Critical Priority Telephone Assistance after Normal Customer Service Hours. After Normal TriTech Customer Service Hours, emergency support for TriTBCI1.CDm IQ will be answered by our emergency paging service. When connected to the service, the Client shall provide his or her natrie, organization name, call -back number where the Customer Service Representative may reach the calling party, and a brief description of the problem (including, if applicable, the information that causes the issue to be a Critical Priority Problem). Website Support. Online support is available 24 hours per day, offering Client the ability to resolve its own problems with access to TriTech's most current information. Client will need to enter its designated user name and password to gain access to the technical support areas on TriTech's websitc. TriTech's technical support areas allow Client to: (i) search an up -to -date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). Software Problem Reporting. Client may submit requests to TriTech identifying potential problems in the Software. Requests should be in writing and directed to TriTech by e -mail, FAX, or through TriTech's Support website. TriTech retains the right to determine in its sole discretion the final disposition of all requests, and will inform Client of the disposition of each request. If TriTech decides in its sole judgment to act upon a request, it will do so by providing a bug fix as described above. Santa Ana System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United Statos Page 12 of 20 25B -180 Scheduled Maintenance. TriTech.com IQ may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the TriTech.com IQ Updates, operating system updates /patches and updates to other third party applications as needed. Clients are notified of maintenance periods via an email message. TriTech Service Commitment Provided that Client remains current on payment of its Subscription fees and provides equipment and remote connectivity that meet TriTech's recommended specifications, TriTech shall: • Maintain the Subscription Services hosting infrastructure which includes 08 updates, third party software updates, and hardware upgrades. • Provide product version updates within thirty (30) days of general availability for Cloud operations. • Perform daily backups of application files. • Perform multiple daily database backups. Exclusions front Technical Suport Services: TriTech shall have no support obligations with respect to any third party hardware or software product ("Nonqualified Product "), If TriTech provides support services for a problem caused by a Nonqualified Product, or if TriTech's service efforts are increased as a result of a Nonqualified Product, TriTech will charge time and materials for extra service at its current published rates for custom software services. If, in TriTech's opinion, performance of technical support is made more difficult or unpaired because of a Nonqualified Product, TriTech shall so notify Client, and Client will immediately remove the Nonqualified Product at its own risk and expense during any efforts to render technical support under this Agreement. Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. Client Responsibilities: In connection with TrJech's provision of technical support as described herein, Client acknowledges that Client has the responsibility to do each of the following: 1) Provide hardware, operating system and browser software that meets TriTech's technical specifications, as well as a fast, stable, high speed connection and remote connectivity, 2) Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to TriTech are not due to hardware malfunction; Santa Ana System Purchase and Support Agreement — Addendum F Copyright 9 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws or the United States _ Page 13 of 20 41--stool 3) Maintain the designated computer system at the latest code revision level deemed necessary by TriTech for proper operation of the Software; 4) Supply TriTech with access to and use of all information and facilities determined to be necessary by TriTech to render the technical support described herein; 5) Perform any test or procedures recommended by TriTech for the purpose of identifying and /or resolving any problems; 6) At all times follow routine operator procedures as specified in the Documentation or any policies of TriTech posted on the TriTech website; 7) Other than TriTech's confidentiality obligations with respect to Client Information as set forth in Section VII of this Agreement, Client shall remain solely responsible at all times for the safeguarding of Client's proprietary, confidential, and classified information; and 8) Ensure that the designated computer system is isolated from any process links or anything else that could cause harm before requesting or receiving remote support assistance. Security 1) TriTech maintains a Security program for security managing access to Client data -- particularly HIPAA and CJIS information. This includes 1) a Pre - employment background check, 2) security training required by Federal CJIS regulations, and 3) criminal background checks /fingerprints required by Federal or State regulations. TriTech will. work with the Client to provide required documentation (such as the CJIS Security Addendum Certification form and VPN documents). 2) If required by the Client, TriTech will provide paper fingerprint cards for such Security Approved personnel with the fingerprinting performed in the state of the TriTech staff's job assignment. If the Client requires fingerprints submitted in a form other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client's site, the Client will reimburse 'T'riTecb for the cost of TriTech Security Approved Personnel traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable TriTech Offices. This provision will apply during the duration of this Agreement. Priorities and Suunort Response Matrix The following priority .matrix relates to software errors covered by this Agreement. Causes secondary to non - covered causes - such as hardware, network, and third party products - are not included in this priority matrix and are outside the scope of this Technical Support Schedule A. Santa Ana System Purchase and Support Agreement— Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page l4 of 20 25B -182 This matrix defines the support issues, response times and resolutions for the, Client's licensed TriTech.com software application, Note: Normal Customer Service Hours are 7:30am to 7:30pm (Central Time) on weekdays excluding holidays. Support after Normal Customer Service Hours is offered weekends, nights and holidays for Critical Priority issues only. Critical Priority (Priority 1) issues should always be reported via telephone at 800.987.0911. Software Errors for other than Critical Priority may be reported via the web portal: TriTech.com; oremail: CH ClieutServicesTria ge@tritech,c:om. Priority Priority Definition Response Times Priority I — 24X7 Support for live operations on Normal Customer Service flours: Telephone Critical the production system. This is defined calls to 800.987.0911 will be answered Priority as the following: immediately and managed by the first available • The TriTeehcom IQ server representative but not longer than S minutes, is down and all workstations will not launch or Function; After Normal Customer Service Hours; Thirty the Client is experiencing (90) minute callback after client telephone complete interruption of contact to 800.987.0911. ability to do perform queries. Priority 1 issues must be called in via • The TriTech.com IQ system 800.987.0911 to receive this level of response. is inoperable due to data loss or corruption caused by TriTech Soi'tware This means that one or more TriTech server components are down or inaccessible, disabling all usability of Cheat's TriTech.corn workstations These Software Errors are defined below. Priority 1, Critical Priority issues meeting the previously noted criteria for TriTech.com IQ are defined as follows: a. The TriTech.com IQ server is down and all workstations will not launch or function; the Client is experiencing complete interruption of ability to do perform queries. b. The TriTech.com IQ system is inoperable due to data loss or corruption caused by TriTech Software Santa Ana System Purchase and Support Agreement — Addendum F Copyright p 2015 TriTech Software Systems Unpublished'. Rights reserved under the copyright laws of the United States Page 15 of 20 r --Is . Priority. Priority Definition Response Tithes Priority 2 — Normal Customer Service Hours Normal Customer Service Hours: Telephone Urgent Support: A serious software error calls to 800.987.0911 will be answered and Priority with no workaround and not meeting managed by the first available representative but the criteria of a Critical Priority, but not longer than 5 minutes, which severely impacts the ability of Users from performing a common Priority 2 TdTeeh.com IQ issues are not function. Such errors will be managed after Normal Customer Service Hours. consistent and reproducible, Generally this means that a significant number of the system TriTech.com IQ workstations are negatively impacted by this error (e.g. does not apply to a minimal set of TriTech.com IQ workstatiom).These Software Errors are defined below. Priority 2, Urgent Priority issues meeting the previously noted criteria for TriTech,com IQ are defined as follows; a. The Tffech.com IQ System has a serious Software Error that severely impacts the ability of Users to perform critical work functions. Such errors will be consistent and reproducible. b. The TriTech.com IQ system is unable to generate and render reports. Priority 3 - Normal Customer Service Hours Normal Customer Service Hours: Telephone High Priority Support: A Software Error not calls to 800.987.0911 will be answered and meeting the criteria of a Critical or managed by the first available representative. Urgent Priority, which has it workaround available, but which does Priority 3 TriTech.com IQ issues are not negatively impact the User from managed after Normal Customer Service Hours. performing common TriTech.com IQ system functions. Such errors will be consistent and reproducible. • TheTriTech.eomIQsystem is unable to transfer data from external system to IQ • The TriTech.com IQ system update causing system functions to be inoperative with no workaround A significant number of TriTech.com IQ workstations are negatively impacted by this error (e.g., does not apply to a minimal set of workstations). Santa Ana System Purchase and Support Agreement — Addendum F Copyright ® 2015 TdTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 16 of 20 25B -184 Priority Priority Definition ; - Response. Times Priority 4- Normal Customer Service Hours Normal Customer Service Hours: Telephone Medium Support: A Software Error related to calls to 800.987,0911 will be answered and Priority a user function which does not managed by the first available representative, negatively impact the User from the production system, use of the system, This includes Priority 4 TriTech.com IQ issues are not system administrator functions or managed after Normal Customer Service Hours. restriction of User workflow but does to resolve the issue as soon as possible, Priority 2 - not significantly impact their job TriTech will work to provide the Client with a Urgent function. solution that allows the Client to resume normal. Priority 5- Normal Customer Service Hours Normal Customer Service Hours: Telephone Low Priority Support: Cosmetic or Documentation calls to 800.987.0911 will be answered slid errors, including Client technical managed by the first available representative. questions or usability questions to resolve the issue as soon as possible. Priority 3 - would be a part of this level. Priority 5 TriTech.com IQ issues are not High Priority configuration workaround that allows managed after Normal Customer Service Hours, Priority Resolution Process Resolution Time Priority I - TriTech will provide a procedural or TriTech will work (including after hours) to Critical configuration workarc and or a code provide the Client with a solution that allows the Priority correction that allows the Client to Client to resume live operations on the resume live operations on the production system, production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible, Priority 2 - TriTech will provide a procedural or TriTech will work to provide the Client with a Urgent configuration workaround or a code solution that allows the Client to resume normal. Priority correction that allows the Client to operations on the production system, resume normal operations on the production system. TriTech will use commercially reasonable efforts to resolve the issue as soon as possible. Priority 3 - TriTech will provide a procedural or TriTech will work to provide the Client with a High Priority configuration workaround that allows resolution which may include a workaround or the Client to resolve the problem, code correction within a timeframe that takes into consideration impact of the issue on the Client, TriTech's User base, and the date of submission, Priority 3 issues have priority scheduling in a subsequent release. Priority 4 - If TriTech determines that a reported TriTech will work to provide the Client with a Medium Medium Priority error requires a code resolution which may include a workaround or Priority correction, such issues will be code correction in a future release of the addressed in a subsequent release software, Priority 4 issues have no guaranteed when applicable, resolution time. Santa Ana System Purchase and Support Agrcemant - Addendum R Copyright © 20t 5'hiTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 17 of 2D 25B -185 Priority Resolution Process - Resolution Time � Priority 5— Low Priority issues are logged by There is no guaranteed resolution time for Low Low Priority TriTech and addressed at the Priority issues. company's discretion according to TriTech's roadmap planning process. Santa Ann System Purchase and Support Agreement — Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 18 of 20 25B -186 Schedule B Subscription Fees Years Year Year Year Year year Begins on date of activation Included as a line $21,373.84 $22,015.05 $22,675.51 $23,355.77 $24,056.44 Item In System Purchase Agreement Santa Ana System Purchase and Support Agreement — Addendum F Copyright 0 20 1 niTech Software Systems Unpubtiahed: Rights reserved under the copyright laws or the United States Page 19 of 20 25B -187 ADDENDUM] BUSINESS ASSOCIATE ASSURANCE In the event that TriTech Software Systems (referred to herein as "TriTech ") is deemed to be a "Business Associate" of Customer, and Customer is a "Covered Entity," as those terms are defined in 45 C.P.R. § 160.103, TriTech, effective on or after April 14, 2003, or such other implementation date established by law, will carry out its obligations under this Agreement in material compliance with the regulations published at 65 Federal Register 82462 (December 28, 2000) (the "Privacy Regulations ") pursuant to Public Law 104 -191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ( "HIPAA "), to protect the privacy of any personally identifiable, protected health information ('PHI ") that is collected, processed or learned in connection with TriTech supplied services. In conformity therewith, Contractor agrees that it will use its reasonable best efforts to: • Not use or further disclose PHI except: (i) as permitted under separate TriTech Support Agreement; (ii) as required for the proper management and administration of TriTech in its capacity as a HIPAA Business Associate of Customer, in the event TriTech is deemed to be a Business Associate of Customer for these specified purposes; or (iii) as required by law; • Use appropriate reasonable safeguards to prevent use or disclosure of PHI except as permitted by the TriTech Service Agreement; • Report to Customer any use or disclosure of PHI not provided for by the TriTech Service Agreement of which TriTech becomes aware; • Ensure that. any agents or subcontractors to whom TriTech provides PHI, or who have access to PHI, agree to the same restrictions and conditions that apply to TriTech with respect to such PHI; • Make PHI available to the individual who has a right of access as required under HIPAA in the event TriTech maintains any PHI in a designated record set as defined by 45 C.P.R. § 164.501; • Make available for amendment and incorporate any amendments to PHI when notified to do so by Customer in the event that TriTech maintains any PHI in a designated record set as defined by 45 C.P.R. § 164.501; • Make available to Customer the information required to provide an accounting of the disclosures of PHI, if any, made by TriTech on Customer's behalf, provided such disclosures axe of the type for which an accounting must be made under the Privacy Regulations; • Make its internal practices, books and records relating to the use and disclosure of Customer's PHI available to the Secretary of the Department of Health and Human Services for purposes of determining Customer's compliance with HIPAA and the Privacy Regulations; • At the termination of the TriTech Service Agreement, return or destroy all PHI received from, or created or received by TriTech on behalf of Customer. In the event the return or Santa Ana System Purchase and Support Agreement — Addendum P Copyright © 2015 TriTech Sorlware, Systems Unpublished: Rights reserved under the copyright laws of the United States Page 20 of 20 25B -188 destruction of such PHI is infeasible, TriTech' obligations as defined in this Business Associate Assurance shall continue in force and effect so long as TriTech possesses any PHI, notwithstanding the termination of the Agreement for any reason. Notwithstanding any provisions of the TriTech Service Agreement to the contrary, Customer may terminate the Agreement if Customer determines that TriTech has violated a material term of the Agreement with respect to its functions as a Business Associate. • Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information ( "e- PHI") that it creates, receives, maintains, or transmits on behalf of Covered Entity, as required by the Security Rule at 45 C.F.R. § 164.308, et seg. • Implement reasonable and appropriate policies and procedures to comply with the standards, required implementation specifications, or other requirements of the Security Rule that apply to Business Associates. • Promptly report to Covered Entity any Security Incident of which it becomes aware. • Comply with applicable breach notification provisions and notify Customer of a breach of unsecured PIII in accordance with Subpart D of 45 C.F.R. Part 164, as applicable, Permitted and Required Uses and Disclosures by TriTech Except as otherwise limited by the Agreement, TriTech may use or disclose PHI as necessary to perform any and all functions, activities, or services for, or on behalf of Customer if such use or disclosure of PHI would not violate applicable laws and regulations relating to the privacy and security of PHI. Except as otherwise limited in the Agreement, TriTech may use PHI for the proper management and administration of TriTech or to carry out the legal responsibilities of TriTech. TriTech may disclose PHI for those purposes required or otherwise permitted under applicable law or regulations. Except as otherwise limited by the Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 42 CFR § 164,504(e)(2)(i)(B) if TriTech has been otherwise engaged by Customer to perform these services. Santa Ana System Purchase and Support Agreement— Addendum F Copyright © 2015 TriTech Software Systems Unpublished: Rights rosorved under the copyright laws of the United States Page 21 of 20 25B -189 ADDENDUM G INITIAL PROJECT SCHEDULE (ATTACHED) Santa Ana System Purchase and Support Agreement — Addendum 0 Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United Stites Page 1 of I 25B -190 25B -191 UZI! 8 q0two-j"jAy Agggglut, 0 p0 d 'd tj �2 12 5 '-6 9, M 9� 4 A VI W zp 1p� 1\i1 -2 . 1111 . . . `i . . . 75 12 rE IE ff T M s, a 1 41 R A 9) a t5 R Q t L9 o91Rf . . . . . . . . . . . . . . 99 Elkliff--ER lil, n-Ail-E+m mid A F�; 25B -191 25B -192 1. I.t V�w,2-; vV V�, 0 0 ml Ro m. o oso 4 2 1 1 o .+5z Sr ;E E E 4- 2 3� n TF 3g 3� -rz� �7 za 0 Do 12 oE 15 23� . . . . . . . . . . 44 GQ4 iT TT �Tl 1 �IT --T� "Flo 7p ',T7-F r- �-- FFF12 Tlw 1 --F-- F-- ti 25B -192 25B -193 ✓ p r P r a fO E L tE g Wrl co 43 in o A A g a QO 2 2 2i E 0 Pm 05 6 25B -193 F i F ,n au h - S F F d a IX rc w '� �'UD z4a vii rcN cc"� 12 9 w O O In LL p m n w ♦i imy •i N LL N eNi `�aa iO 1OmmN arvmco .nNm am �o "!vin N zr. Y Mo N. H N .i W ,n u1 vYi u1 vi �' W uYi in N N � a k E 9 N N�' 9 9 Il 9� P P V O N N 40 b r bI N ,ryi '1 �-I ryHM� N 9 O 4 7 •E ° � N 4 4 Vg � i9 fWN$ C y�� V L y F' a Yq� a .a.. i9 F 9 N 9 � F ,VFW E �. �� w D° � C W 4 L ✓r 2 Vry L F m O: •2 V N a a q O � a� � C w N� N to '� c c e LL " H N m eY ut N n m m n .Hi eNl .� IEL p E m �L tl "; rca �ixs3 r°3 —a 55 E5-- c L c- }z C.� G 3 amy S 02 a a�uLLF y�? �'�°5 d'_ U V U U_ min v5�v� WWY z zzz z g 5yyv5l E E g E E E E E E E FE E E o. t;? i I c 25B -194 F 3 NH qw g 0 '^ Ni - ...... .... ........... ............ ...._......_.... ....._..._... ......... ............ 3= � �_ 8ii� 8ei c5a ao S a�U U dLL 0 NLL LL m C C C C C � C C C C C N +. M LL a V C C c c m u�i vNi .:l vl a M m m r�onm�nn RM ti."+.1Oiti _� em"'e.„ nr^ a n nn� mo ^ ~e.y o s a c c cw^ jW Cm ti z �Z t= F N .0 •G bfl yC C i i7 o a T A m 40 > 9 V Y O O O c M in a @ 'm a CE 4i v w= a .. u u U U u u 99909999° 9e6LLmmmmm�m�����'��K"�2E 222"���� E .A LNG` K N_ CL K K N. K G C C K K 4 LY IY. y ry p p g, y q� 9 g q q 9, g g q p. q� v$ r w �a r r {$ r f r v d r r f v r v f r ��.tl1' v i � •A4- .F'.W..�+,u- 'th'•pF .W..ffi.a,& +Wash o m m min m m�m N'mjp m m m rv�m m m 'gym m mint in ��n� m n�m� . m mlm�� m m m 25B -195 m b m 3 .. LL LL LL M M LL. 2.0.3 � b N n N b b N ^ N rv\ IM1 N t% \W N e4 •N pw� W 1 l\ O O O \ y-I .-1 .-1 ` N H\ N 1a z\ fl N 3 3a -p 'en's 3o,ny ''�v as ov °vv o Lrv�y"�ry 3�n v� 3v 3°0 `'awn qn [np �npww ON O w � o a � a � v � q o o � u m m diJ ., c Q 2 a° mt�l`n9v �a o N ry �'Ya Q n'� b'Q. '✓(�� o� °w of _� o y W �'- ,cM c c e w u E ? .� ¢> S i i q 6 6 c 1 •_'O w `m V O e p v� m z a z a �c z i'�gg'a n v?�gng y M M m °� g'dddCY coq CCS'Ci' c'v�" >o S c €` a a 25B -196 g� u, N` am C g'e m b m 3 .. LL LL LL M M LL. 2.0.3 � b N n N b b N ^ N rv\ IM1 N t% \W N e4 •N pw� W 1 l\ O O O \ y-I .-1 .-1 ` N H\ N 1a z\ fl N 3 3a -p 'en's 3o,ny ''�v as ov °vv o Lrv�y"�ry 3�n v� 3v 3°0 `'awn qn [np �npww ON O w � o a � a � v � q o o � u m m diJ ., c Q 2 a° mt�l`n9v �a o N ry �'Ya Q n'� b'Q. '✓(�� o� °w of _� o y W �'- ,cM c c e w u E ? .� ¢> S i i q 6 6 c 1 •_'O w `m V O e p v� m z a z a �c z i'�gg'a n v?�gng y M M m °� g'dddCY coq CCS'Ci' c'v�" >o S c €` a a 25B -196 25B -197 Equipment (Hardware) and Third Party Software The Client is responsible for providing all Equipment and System Software not specifically listed herein. All Client provided Equipment and System Software must meet TriTech's minimum recommended specifications. Client is responsible for ensuring proper configuration of all Client provided equipment to support operation of die TriTech Software. In the event that TriTech's assistance is required to assist with, or correct equipment configuration, TriTech will invoice the Client at TriTech's then current hourly rates for out of scope services in accordance with Section 9.1 of this Agreement. INSTALLATION AT DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS Deliver To: City of Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Santa Ana System Purchase and Support Agreement Copyright 0 2015 "TriTech Sottwve Systems Unpublished: Rights reserved ender the copyrighe laws of the United States Page 47 of 104 25B -198 Barcode Industrial Portable Data Terminal 4 $ 1,215.00 ,860.00 Barcode Pol Pro Labels 3.00 "x1.00" 8 $ 268.64 ,074.56 E4� Barcode Prinler Resin Ribbon 12 $ 676.00 ,704.00 Barcode TB Zebra, GK420T, Printers, 4" Print Width $ 795.OD ,160.00 $11,818.56 The Client is responsible for providing all Equipment and System Software not specifically listed herein. All Client provided Equipment and System Software must meet TriTech's minimum recommended specifications. Client is responsible for ensuring proper configuration of all Client provided equipment to support operation of die TriTech Software. In the event that TriTech's assistance is required to assist with, or correct equipment configuration, TriTech will invoice the Client at TriTech's then current hourly rates for out of scope services in accordance with Section 9.1 of this Agreement. INSTALLATION AT DESIGNATED LOCATION AND SHIPPING INSTRUCTIONS Deliver To: City of Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 92701 Santa Ana System Purchase and Support Agreement Copyright 0 2015 "TriTech Sottwve Systems Unpublished: Rights reserved ender the copyrighe laws of the United States Page 47 of 104 25B -198 ADDENDUM H DEFINED TERMS 1.1 "Acceptance" or "Accept" means the processes described in the ACCEPTANCE section of this Agreement and further defined in the Statement of Work to verify operational functionality in a live production environment of the TriTech Software provided under this Agreement. 1.2 "Archive Server" or "Reporting Server" means a Server or other storage unit on which Client's data resides for archival purposes. 1.3 "Contract Price" means the total of the purchase price of the items as specified in Addendum A -2 including, as applicable, equipment, software licenses, services, fees, expenses and other items acquired under this Agreement, and if included as a line item in Addendum A -2, any applicable sales, use, value added, or other such governmental charges. 1.4 "Deliverable" means an item of equipment, software, services and other items acquired trader this Agreement as listed in Addendum A -2 hereto. 1.5 "Delivery" with respect to the System means physical delivery of substantially all components of each Subsystem to the Designated Location. Delivery shall be deemed to have occurred despite the absence of incidental components provided that Installation of the Subsystem, training and system configuration can begin with the items then delivered. A separate Delivery shall occur with respect to each such Subsystem. Delivery shall not be construed to mean Acceptance of the System or a Subsystem. 1,6 "Demonstration of Licensed Functionality ( "DOLF ")" means the configuration verification procedures for a Subsystem conducted as described in the Statement of Work. 1.7 "Designated Location(s)" means the physical site(s) at which a Subsystem is Installed as specified in Addendum A -1, Statement of Work. 1.8 "'Disaster Recovery Computer System" (with reference to the CAD System) means a server operating in a standby mode used to maintain a duplicate copy of the program and data contained in the Primary Computer System. 1.9 "Documentation'' means any standard user manuals or other related instructional and /or reference materials, provided by TriTech or other Software Vendors, including on -line help information and Release Notes issued in connection with Updates. In case of a conflict between written documentation (user manuals or Release Notes in printed or CD -ROM format) and on -line help information, the printed and CD ROM documentation will control. 1.10 "Equipment" means the computer system equipment specified in Addendum A -2 of this Agreement. TriTeoh tnay substitute equipment for that specified in Addendum A -2 provided that such equipment will meet the requirements of the ,Specifications and this Agreement. (For Santa Ann System Purchase and Support Agreement — Addendum H Copyright © 2015 Tr Tech Software Systems Unpublished: Rights reserved under the copyright laws of the United states Page 1 of 5 25B -199 Definitional purposes, Equipment (Addendum A -2) is differentiated from hardware supplied by Subcontractors (Addendum A -2).) 1.11 "Functional Acceptance Test" (FAT) means the pre -Go Live testing process for each Subsystem as farther defined in the Statement of Work. 1.12 "Functional Description Document" (FDD) means the TriTech document that provides the initial functional description of a custom Interface. 1.13 "Go Live" means the event that occurs when the Client first uses a Subsystem for Live Operations, A separate Go Live may take place with respect to each Subsystem, each Interface, and each Modification. 1.14 "Help Desk" means the TriTech function consisting of receiving calls from Client concerning System problems and assisting Client with resort to the manufacturers of Equipment, Software and other items acquired under this Agreement under the applicable warranties and/or maintenance support agreements. 1.15 "Installation" with respect to Subsystems means the process of running the Subsystem under a procedure to demonstrate basic inter - operability of the applicable Subsystem components at the Designated Location for that Subsystem. "Installation", with respect to the Modifications, means the process of running each Modification under a procedure to demonstrate basic interoperability with the applicable Subsystem at its Designated Location(s). "Installation ", with respect to the Interfaces, means the process of running each Interface under a procedure to demonstrate basic interoperability of the Interface with the applicable Subsystem and the hardware and/or Software with which it is interfaced at its Designated Location(s). 1.16 ",Interface ", collectively or individually, means the interface software described in Addendum A -2. 1.17 `Interface Configuration Document" (ICD) means the document that defines the configuration of an Interface. 1.18 "Interface Description Document" (IRD) means the standard TriTech document that defines the functionality for standard Interfaces. 1.19 "Live Operations" means use of a Subsystem (e.g., the TriTech Software less Interfaces and Modifications) as the primary means of performing its functions. Use of a Subsystem in parallel with Client's existing system for a period not in excess of thirty (30) days where the existing system is the primary means of performing its functions and the Subsystem is being run in a test environment shall not be deemed Live Operations. 1.20 "Modifications" means changes or additions to Software from the standard version thereof prepared hereunder. The Modifications, if applicable, are described in the appropriate Statement of Work, Addendum A -1. The TriTech Software is not custom software, and as such, at TriTech's discretion Modifications or enhancements to the standard version will be made available in a Santa Ana System Purchase and Support Agreement — Addendum H Copyright 0 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 2 of 5 25B -200 subsequent version release available to all TriTech clients; or as applicable, made available as a separate module or function, separately licensed and priced. 1.21 "Object Code" means any instruction or set of instructions of a computer program in machine - readable form. 1.22 "Operational Scenarios Document" (OSD) means a document that provides an operational description of a capability or feature within the applicable TriTech solution in sufficient detail that both Client and TriTech team mutually agree to the expected functionality. The OSD provides the "what ", "how," and the information flow (including data flow and data elements, when appropriate) of the capability or feature. The OSD does not provide the technical or internal design of how TriTech's development team will accomplish the requested feature. An OSD will be collaboratively developed for each contracted product customization to be provided by TriTech. Once approved by the Client, the OSD becomes the basis for TriTech's development. 1.23 "Primary Computer System" means the live operations production system. 1.24 "Prime Contractor" means that TriTech shall (i) act as the central point of contact, providing project management services, including coordination and monitoring of all Subcontractor activities with respect to the Project, (ii) subcontract with certain Vendors that provide hardware, Software and /or services in connection with the Project (as more fully described in the Statement of Work), and (iii) pass through to Client warranties received from the Vendors thereof. Prior to Acceptance, should any Subcontractor hereunder be in default, through no fault of Client or its agents, a third party, or an event of Farce Majeure, TriTech shall either continue to perform the duties of the Subcontractor to fulfill the obligations for the Subcontractor in accordance with the Statement of Work, or provide an alternative solution. Provided, however, that in no event will TriTech's responsibility exceed the price for such Subcontractor's portion of the Contract Price. 1.25 "Project Implementation Support" means the services provided to the Client by TriTech during normal TriTech Business Hours, for implementation of the Project, including assistance with code files, prior to Go Live which services are managed by TriTech's Project Manager. 1.26 "Project Schedule" means the schedule mutually developed by the Parties in conjunction with the Statement of Work that provides the schedule for tasks to be completed by TriTech and the Client, and all Deliverable items to be. provided by TriTech hereunder. 1.27 "Server" means a computer in a local area network that runs administrative software which controls access to all or part of the network and its resources and makes such resources available to computers acting as workstations on the network. With respect to the CAD System, this term includes, without limitation, the Primary Computer System and the Disaster Recover Computer System. 1.28 "Software" means collectively or individually the computer prograrcts provided under this Agreement, including, without limitation, the programs for each Subsystem. Santa Ana System Purchase and Support Agreement — Addendum H Copyright 0 2015 TriTech Software Systems Unpuhtishod: Rights reserved under the. copyright laws of the United States Page 3 of 5 25B -201 1.29 "Software Error" means an error in coding or logic that causes a program not to substantially function as described in the applicable Specifications. In the event TriTech (or another Software Vendor) is unable to reproduce the Software Error at its facilities, TriTech will, at Client's request, visit Client's premises at Client's expense. If it is determined that the problem was caused by Equipment, Software, services , network or other items not supplied or not authorized by TriTech, Client shall, reimburse TriTech for its labor costs for such on site visit, at TriTech's then current rates for consulting. 1.30 "Software Support" means Telephone Support, Software Error Correction, and Software Update services provided by TriTech (and /or other Software Vendors) for the Software, either under warranty or under an annual Software Support Agreement, as more fully described in said Agreement. 1.31 "Software Support Agreement" means collectively or individually agreements of that name (or a similar narne) for the rendering of Software Support services entered into between the parties coincident with this Agreement and renewed from time to time thereafter. 1.32 "Source Code" means the original mnemonic or high -level statement version of Software. 1.33 "Specifications" means (i) the functional requirements and Acceptance Test document(s) ( "ATP ") with respect to each Subsystem; (ii) the Interface Requirements Document ( "IRD ") and ATP for each Interface, or Operational Scenario Document(s) for each Modification; and (iii) the published specifications for the Equipment, which documents are incorporated by reference herein as though set forth in full. 1.34 "Statement of Work" means the document that defines the implementation process for the Project, including specific tasks that are the responsibility of TriTech and the Client. 1.35 "Subcontractor" means one of the entities identified in the Statement of Work as subcontractors to TriTech, if applicable. 1.36 "Subcontractor Hardware" means the hardware supplied by a Subcontractor as part of its Subsystem, and identified in Addendum A -2, if applicable. 1.37 "Subcontractor Software" means software supplied by a Subcontractor as part of its Subsystem and listed in Addendum A -2, if applicable. 1.38 "Subsystem" means each of the applications described in the Statement of Work, including its Equipment, other hardware and software. In most cases, the Subsystem software will share Equipment. (tor the avoidance of doubt, the CAD System is a Subsystem under this Agreement.) 1.39 "Subsystem Software" means individually or collectively the Software provided under this Agreement for each of the Subsystems. Santa Ann System Purchase and Snpport Agreement — Addendum H Copyright © 2015 TriTeoh Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 4 of 5 25B -202 1.40 "System" means collectively all Subsystems that make up the integrated Computer System referred to in paragraph 1.2 of this Agreement and more fully described in the Statement of Work. 1.41 "System Software" means the software identified in Addendum A -2 which includes, without limitation, operating system software, DBMS Software, and communications software. 1,42 "Task Completion Report" or "TCR" means the document presented by TriTech's Project Manager to the Client for signature upon completion of a Deliverable. 1,43 "Telephone Support" means the service provided by TriTech for access to the TriTech Customer Set-vice Department by telephone, on a twenty -four (24) hour a day, seven (7) day per week basis, or as applicable on a Normal Customer Service Business Hour basis (7:30 a.m. through 7:30 p.m. Central, Monday through Friday, excluding TriTech holidays). 1.44 "TriTech Business Hours" means TriTech's corporate business hours of 8:30 a.m. to 5:30 p.m. (Pacific Time), Monday through Friday, excluding TriTech holidays. 1.45 "TriTech Project Manager" means the TriTech staff member assigned as the primary point of contact for implementation of the Project who will monitor the activities of the TriTech team, and applicable Subcontractors as further defined in section 9.3. 1.46 "TriTech Software" means the Object Code version of the software specified in Addendum A -2 of this Agreement, and any Modifications provided hereunder. 1.47 `TriTech.com IQ Software" means the Object Code version of the software specified in Addendum F of this Agreement, and any modifications provided thereunder. 1.48 "Update" means revisions or additions to Software provided by the Vendor thereof. The term "Update" does not include separate modules or functions that are separately licensed and priced, or new products that are developed and marketed as separate products by the Vendor. 1.49 "Use" means copying of any portion of Software from a storage unit or media into a computer or Server and execution of the software thereon. This tern shall be construed to refer to a grant of reproduction rights under 17 U.S.C. 106(1), and shall not be construed to grant other rights held by the copyright owner, including without limitation the right to prepare derivative works. 1.50 "User" means the operator of a Subsystem Workstation that is configured to access and /or utilize the capabilities and features of the Subsystem Software. 1.51 "Vendor" means any supplier of hardware, software or services under this Agreement, including TriTech, Subcontractors, System Software suppliers and Equipment suppliers, With respect to software, this term means the owner of the intellectual property rights, including copyright, to the software. Santa Ana System Purchase and Support Agreement -- Addendum H Copyright 0 2015'rriToch Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 5 25B -203 1.52 "Warranty Period" means the period starting at Subsystem Acceptance for the TriTech Software and Interfaces that Go Live together, and ending one (1) year thereafter. The Warranty Period for any Modifications will also end on the same date. 1.53 "Workstation" means any computer input station that utilizes the functionality of a Subsystem, whether the software resides locally or on a Server. Santa Aria System Purchase and Support Agreement — Addendum kI Copyright © 2015 TdTeoh Software Systems Unpublished; Rights reserved under the copyright laws of the United States Page 6 of 5 25B -204 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE. NOVEMBER 17, 2015 TITLE: AGREEMENT WITH TIBURON, INC, FOR COMPUTER AIDED DISPATCH SYSTEM MAINTENANCE {STRATEGIC PLAN NO. 11 3A) CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: rAYNr* •t ❑ As Recommended ❑ As Amended ❑ Ordinanuo on 1" Reeding ❑ Ordinance an 2" Reading ❑ Implementing Resolution ❑ Sat Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a one -year agreement with Tiburon, Inc, for the period of December 1, 2015 to November 30, 2016 to provide software maintenance and support services In an amount not to exceed $44,159, subject to non- substantive changes by the City Manager and City Attorney. s w The Santa Ana Police Department utilizes a computer aided dispatch (CAD) system called IQ /CAC) to manage field activity including calls for police service and activity of field personnel. This mission critical system connects the community's needs for police services with City resources. It Is also vital In protecting the safety of pollee personnel. Due to the essential nature of this system, the City contracts with Tiburon, Inc, to maintain and support this system as needed on a 24/7 'basis. Tiburon owns the licenses for this software and Is the only company able to support this system. The current contract for maintenance expires November 30, 2015. This agreement in the amount of $44,159 will continue that maintenance for the period of December 1, 2015 through November 30, 2016. Staff recommends continuing this maintenance in order to ensure the ongoing operation of the IQ /CAD computer aided dispatch system. This maintenance agreement will be eliminated once the Police Department integrated software system is implemented. 25C -1 Amendment to Agreement with Tiburon, Inc. November 17, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of these items assists the City in meeting Goal #1 Community Safety, Objective #3 (promote fiscal accountability to ensure financial responsibility at all levels of the organization), Strategy A (Continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police Department provides programs and services efficiently and effectively.) FISCAL IMPACT Funds for this agreement are available in the Police Department's Criminal Activities — Treasury account (no. 02614455 62300). Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25C -2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 17th day of November, 2015 by and between Tiburon, Inc., a Virginia corporation with its principle place of business at 30000 Executive Parkway, Suite 500, San Ramon, California, 94583 (hereinafter "Tiburon" and /or "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City and /or the Client "), hereinafter collectively referenced as "the Parties." RECITALS A. In 2005, City purchased a computer aided dispatch (CAD) system from Tiburon which requires ongoing maintenance and support. B. The City desires to retain a consultant having special skill and knowledge in the field of providing the City with ongoing maintenance and support services relating to the Police Department CAD system. C. In umdertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant tinder this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit "A" to this Agreement ( "Maintenance Renewal for Santa Ana, CA, ") attached hereto and incorporated by reference. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for all services provided by Consultant to City, the rates and charges identified in Exhibit "A" ( "Maintenance Renewals ") to this Agreement, which is attached hereto and incorporated by reference. The total sum to be expended Haider this Agreement shall not exceed $ 44,159.00 during the tern of this Agreement. TERM This Agreement shall commence on the date first written above and terminate on November 30, 2016, unless terminated earlier in accordance with Section 12, below. 25C -3 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less [ban the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed . additional insured endorsement in substantially the form attached hereto as Exhibit "B" upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d.. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 25C -4 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section, (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement, The Consultant further agrees to indemnify, hold harmless, and pay all costs for die defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such infonnation 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 25C -5 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any mam2er with performance of services specified under this Agreement. 9. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P,O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: City of Santa Ana Police Department City of Santa Ana 20 Civic Center Plaza (M95) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 245 -8097 Attn: Manager Boris Daran 25C -6 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: Tiburon, Inc. 3000 Executive Parkway #500 San Ramon, CA 94583 Telephone: (514) 345 -2230 x2830 Attn: Tatsiana Lukashevich, Representative Tatsiana ,Lukashevich @tiburonine.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address, If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duty registered or certified, with postage prepaid, and addressed as set forth above, If sent by telefacsimile, e -mail, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, 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 Consultant. 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 neither Consultant nor 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, hansfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. However, 25C -7 Consultant may assign this agreement to a successor of all or substantially all of Consultant's business without the prior written consent to the City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. Payment need, not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION - Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited, by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services her cunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 25C -8 b, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written, ATTEST: MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney ByjGW+ la) LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOSROJAS Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager TIBURON, INC. TATSIANA LUKASHEVICH Representative 7 25C -9 EXHIBIT A SCOPE OF SERVICES 25C -10 City of Santa Ana, CA 20- Aug -15 25C -11 Annual Maintenance for 11 licenses of ICS /CAD, CAD Visor; I State Interface, 1 XML output for CAD to Police RMS and 100 licenses of IQ/Mobile only. Annual Maintenance: 12 /1/2015 - 11/30/2016 $44,159 Total 4475—Y- ... The prices indicated above do not include installation and /or configuration of 3rd party software and /or hardware'" ** *Tiburon requires remote V ➢N access to the customer site (minimum 1Mbps) * ** The Infonmatlon contained In this doosment Is proprietary to Tiburon and Is off ed solely for the purpose of oval nation. Copyright 2015 Tiburon CONFIDENTIAL 0150032 - City of Santa Ana, CA Maintenance reneveal alsx • Summery 2512 Page 2 of 4 PRICING All prices are In U.S. Funds. Taxes, if applicable, are extra. PAYMENT Payable 100% at signature VALIDITY 60 days - Services will be performed in accordance with the attached Maintenance and Support Guidelines, which are Incorporated herein, By signing In the space provided below, I am representing that I am authorized to sign on behalf of Customer: Signature Date The Inerninllon contained In this accumont is proprietary to Tlburon and Is offered solely far Use porpoae of evaluation. Copyright 2516 TI buron CONFIDENTIAL 0150052. City of Santa Ana, CA Maintenance renewal.asx Nolas 25C -13 Page 3 of 4 Re���i�i� �r��t�►ry r, � ` � ' ` , r f, kp r y< , n e t ' r Revision level: Reason foM Revision date Revised Original August 20, 2015 The Information contained In this document Is proprietary to Tiburon and Is offered solelyfor the purpose of evaluation. Copyright 2015 Tiburon OONFIOENTIAL Page 4 of 4 4750032 - City of Santa Ana, CA Maintenance renev alellax Revision History 25C -14 �e r MEMO 3 i A TrlTech Software Systems Company Warranty & Maintenance Support - Guidelines & Options Version 8.1 July 1, 2015 Tiburon, Inc. A TrlTech Software Systems Company 3000 Executive Parkway Suite 500 San Ramon, CA 94583 (925) 621.2700 25C -15 Warranty & Maintenance Support Version 8.1 Guidelines & Options Table of Contents 1. INTRODUCTION .................................................................................................................. ..............................3 2, DEFINITIONS, .............................. ................................. ........ _ ....... .................................................................. 4 2.1 ACCOUNT EXECUTIVE ................................................................................................... ..............................4 2.2 AUTHORIZED CLIENT REPRESENTATIVE ......................................................................... ..............................4 2.3 CLI ENT ........................................................................................................................... ..............................4 2.4 CLIENT SUPPORT CENTER (CSC) .................................................................................... ..............................4 2.4.1 CSC Engineer ............................................................................................................ ..............................4 24,2 Client Liaison ............................................................................................................. ..............................4 2.43 Director- Client Service & Support .......................................................................... ..............................5 2.4.4 Helpdesle Specialist ............ - ..................................................................................... ..............................5 2.5 DEPLOYMENTTEAM ...... ............ ............ ..... . .... . ................. ..... ..... ..... ...... ..- ............ ...... .. ..... ....... . ............ ...5 2.6 DIRECTOR, OPERATIONS DIVISION ............................................................................... ..............................5 2.7 ENGINEERING ................................................................................................................ ..............................5 2.8 MASTER SUPPORT AGREEMENT ( MSA) .......................................................................... ..............................5 2.9 PRIORITY ....................................................................................................................... ..............................5 2.10 PROJECT. ............ ..................................................................................................... .................................... 6 2.11 PROJECT MANAGER ......................................................................................................... ..............................6 2.12 STATEMENT OF WORK (SOW). . ............ .................. .................................................................................... 6 2.13 SYSTEM ASSURANCE REVIEW( SAR) ............................................................................ ..............................6 2.14 TECHNICAL SUPPORT COORDINATOR ........................................................................... ..............................6 2.15 TIBURON SERVICE REQUEST (rSR) .................................................................................. ..............................6 2.16 WARRANTY/ MAINTENANCE SUPPORT ............................................................................ ..............................7 3. 'TRANSITION FROM PROJECT (OPERATIONS) TO SUPPORT ( CSC) .......................... ..............................8 4, WORICING WITH THE SUPPORT CENTER ( CSC) ........................................................... ..............................9 4.1 SUEMIT INGATSR ....................................................................................................... ..............................9 4.2 " 24x7" SUPPORT ............................................................................................................. ..............................9 43 TSRPRIORI TIES ............................................................................................................. .............................10 4.3.1 CAD, Mobile, State Interface, Critical CAD Interfaces ........................................... .............................10 4.3.1.1 Response Time SLAs ....................................................................................... .............................10 4.3.1.2 Resolution Time SLAs .................................................................................... .............................12 4.3.1.3 Special Note # 1 ............................................................................................... .............................13 4.3.1.4 Special Note #2: ... ............ ................................. ................................................................ ........ 14 4.3.2 All Records, Field Based Reporting, Jail Records, Fire Records, Web Query ......... .............................16 4.3.2.1 Response Time SLAs ........................................ ............................... ............... .............................16 4.3.2,2 Resolution Time SLAs .................................................................................... .............................18 4.3.2.3 Special Note #1 ............................................................................................... .............................19 4.3.2.4 Special Note # 2 ................................................................................................ .............................20 4.4 REPORTING ATSR ....................................................................................................... .......... .................... 21 4.5 EMERGENCY AFTER HOURS ASSISTANCE .................................................................... ............................... 21 4.6 CLIENT RESPONSIBILIT IES ............................................................................................ ............................. 21 4.7 SERVICE REQUEST LIFECYCLE ....................................................................................... .............................22 4.7.1 TSR Status .............................................................................................................. .............................23 4.7.2 Case Escalation ........................................................................................................ .............................24 4.73 Case Closure ............................................................................................................ .............................24 5. THIRD PARTY PRODUCT SUPPORT ............................................................................. .............................25 6. OTHER SERVICES .............................................................................................................. .............................26 6.1 SOFTWARE UPDATE SERVICES .......................................................... ..... .... ................ ., ,. ... . ... ..., ........ . .... ...26 6.2 PRODUCT MODIFICATION REQUESTS ............................................................................ ............................. 26 63 STEERING COMMITTEE ISSUES .................................................................................... ............................... 27 6.4 PRODUCT SPECIALISTAND TRAINING REQUEST S ........................................................... ............................. 27 6.5 DBA AND SYSTEM ADMINISTRATION SUPPORT SERVICES .......................................... ............................... 27 6.5.1 Level 1 Database Administration ( DBA) Support .................................................... .............................27 6.5.2 Level 1 System Administration Support ................................................................... .............................27 Tiburon, Inc. July 1, 2015 A TrlTech Software Systems Company 25C -16 Page i Warranty & Maintenance Support Version 8.1 Guidelines & Options 7. EXCLUSIONS TO TECI-INICAL SUPPORT SERVICES .................................................. .............................28 8. OPTIONAL MAINTENANCE PROGRAMS ...................................................................... .............................29 8.1 DATABASE ADMINISTRATION (DBA) SERVICES/ SYSTEM ADMINISTRATION (SA) SERVICES. ................... 29 9. ADDITIONAL INFORMATION .......................................................................................... .............................31 9.1 DOCUMENTATION LIBRARY (COMING SOON) ................................................................. .............................31 9.2 CRYSTAL REPORT / SSRS REPORT SHARING POOL (COMING SOON) ............................ .............................. 31 9.3 CLIENT TSR REPORTS (COMING SOON) ...................................................................... ............................... 31 9.4 KNOWLEDGE BASF, (COMING SOON) ............................................................................ ............................... 31 9.5. CUSTOMER FORUM (COMING SOON) ........................................................................... ............................... 31 9.6 TIBURON USER GROUP ................................................................................................. .............................31 9.7 PRODUCT STEERING COMMITTEES., ................................ ............................. ...... ........ ..................... ....... 32 Tiburon, Inc.. July 1, 2015 Page ii A TriTech Software Systems Company 25C -17 Warranty & Maintenance Support Version 8,1 Guidelines & Options 1, INTRODUCTION This document provides a description of the service programs available to Tiburon's warranty and maintenance Clients with a current and valid Master Support Agreement (MSA). This document defines both standard and optional support programs, and outlines the process for working with Tiburon to report, track, and resolve issues. NOTE; The service programs and the terms and conditions contained herein are those available as of the date of this document; these service offerings, as well as terms and conditions are subject to change without notice. Tiburon, Jne. July 1, 2015 Page 3 A TriTech Software Systems Company 25C -18 Warranty & Maintenance Support Version 8,1 Guidelines & Options 2. DEFINITIONS The following terms are used throughout this document: 2.1 ACCOUNT EXECUTIVE The Tiburon Account Manager Program has been established to enhance the relationship between our public safety Client base and the Tiburon public safety organization. The Account Executive reports to the Director, Corporate Development and Customer Advocacy - Tiburon, and provides a proactive approach to Client interaction, enhancing the communications between Tiburon and our Clients. The Account Executive is the regular avenue for communication of emerging technologies and programs from Tiburon that have a positive impact on our Clients. Through this relationship Tiburon is able to better understand our Clients' current and future environment and strategic direction and is better able to align both organizations strategic goals to ensure continued success. 2.2 AUTHORIZED CLIENT REPRESENTATIVE The Authorized Client Representative is a nanied Client representative who has the authority to request a change to the Client's Tiburon applications or databases. This person must be identified by name and position to Tiburon. Any change to the Authorized Client Representative must be reported to Tiburon in writing within 10 business days. 2.3 CLIENT A Client is an agency or authorized representative of an agency who has connected with Tiburon for software or services as described in a Contract, Statement of Work or Master Support Agreement. 2.4 CLIENT SUPPORT CENTER (CSC) The Client Support Center (CSC) provides 24 x 7 support services to all Tiburon Clients with a valid and current Master Support Agreement (MSA). CSC staff is comprised of Helpdesk Specialists, CSC Engineers, Client Liaisons, and Director, Client Service and Support. 2.4.1 CSC ENGINEER CSC Engineers report to a Team Lead in the CSC who reports to the Director — Client Service & Support. CSC Engineers are responsible for resolving all issues reported to the CSC and communicating with the Client. If additional expertise is needed to resolve an issue, it may be assigned to an individual outside of the CSC for resolution. 2.4.2 CLIENT LIAISON A Client Liaison is assigned to Clients with a valid and current Master Support Agreement, and reports to the Director — Client Service & Support. The Client Liaison is the first point of escalation for all Client issues reported to the CSC. The Client Liaison works hand -in -hand with each assigned Client to ensure that Tiburon is addressing issues reported to the CSC in a manner that addresses the Client's needs in a reasonable manner as agreed to by Tiburon and the Client, The Client Liaison conducts regularly scheduled TSR review meetings with Clients as agreed upon by Tiburon and the Client. The Client Tiburon, Inc. July 1, 2015 Page 4 A TriTech Software Systems Company 25C -19 Warranty & Maintenance Support Version 8.1 Guidelines & Options Liaison also works with technical staff in the CSC and in other Tiburon departments as needed for issue resolution. 2.4.3 DIRECTOR - CLIENT SERVICE & SUPPORT The Director — Client Service & Support is a member of the Leadership Team for the Tiburon Group and reports to the Vice President / General Manager, Tiburon Group. The Director — Client Service & Support creates policies and procedures related to Client Service acrd Support, and directs the efforts of all support personnel. The Director — Client Service & Support is the second point of escalation for all issues reported to the CSC. If there is a change in the Tiburon Client Service Management Team or the Client Liaison, Tiburon slrall notify the Client in writing of the changes witlin 10 business days. 2.4.4 HELPDESK SPECIALIST The Helpdesk Specialists field all telephone calls placed to the CSC and process all email sent to support @tiburonine.com. They log all issues and updates received in the third party application used by Tiburon to support all Clients, and assign the issues based on established protocols. The Helpdesk Specialists report to the Director— Client Service & Support. 2.5 DEPLOYMENT TEAM Tiburon's Deployment Team is responsible for the installation and configuration of Tiburon software on designated Client servers as defined in the contract and Statement of Work. 2.6 DIRECTOR, OPERATIONS DIVISION A Tiburon Operations Director is the manager for the Project Management staff. The Operations Director is the second level of escalation, (first being Project Manager) for any Project or Enhancement activity. The Operations Director is responsible for management of all contract compliance issues. 2.7 ENGINEERING Tiburon Engineering is comprised of several teams of software architects, software engineers and software quality assurance engineers. The Engineering teams are responsible for the creation of all baseline and custom software and tailoring. 2.8 MASTER SUPPORT AGREEMENT (MSA) A Master Support Agreement (MSA) is an agreement between a Tiburon and a Client for the provision of Warranty and/or Maintenance support to a Client, It includes terms and conditions governing the agreement, and may include exhibits to further define the covered systems, Warranty and Maintenance Guidelines and Options, Software License terns, etc. Previous versions of this document may have been referred to as an Extended Support Agreement (ESA). 2.9 PRIORITY Priority refers to the operational criticality of a specific service request. Tiburon uses a P1 — P5 convention with a Priorityl issue being defined as an application or server failure that prevents continued use or operation of the System, impacts all or substantially all operators using the System, halts or severely Tiburon, Inc. July 1, 2015 Page 5 A TriTech Software Systems Company 25C -20 Warranty & Maintenance Support Version 8.1 Guidelines & Options impacts critical System operations or endangers the integrity of one or more database files. Complete priority descriptions can be found in section 4.2 of this document. 2.10 PROJECT A Project is an activity governed by a contract or contract amendment and a Statement of Work. It can be a new implementation for a new Client, an upgrade for an existing Client, or a modification or add -on application or interface for an existing Client. 2.11 PROJECT MANAGER A Tiburon Project Manager is assigned to all projects defined above. The Project Manager is responsible for the successful delivery of all services related to the contract or contract amendment. The Project Manager schedules and coordinates the participation of all Tiburon resources needed to deliver on the contract. The Tiburon Project Manager reports to a Director in Tiburon's Operations Division, 2.12 STATEMENT OF WORK (SOW) The Statement of Work (SOW) is an exhibit to a contract that describes the contract deliverables, tasks, responsibilities, and completion criteria for the delivery of a Tiburon Project to a Client. 2.13 SYSTEM ASSURANCE REVIEW (SAR) The Systern Assurance review is a Tiburon process which occurs during a project, to assure that all proper steps per the Statement of Work have been completed. This is a monitoring function within the Project Managers responsibility. 2.14 TECHNICAL SUPPORT COORDINATOR A Technical Support Coordinator is a Client representative who has received training in each Tiburon application. The Technical Support Coordinator is responsible for the review and triage of all issues reported by Client representatives prior to submitting the issue to Tiburon as a TSR. The Technical Support Coordinator is responsible for ensuring that sufficient detail has been provided on a reported issue so that it can be reproduced, diagnosed, and repaired by Tiburon. Each covered application should have, at a minimum, one (1) Technical Support Coordinator who meets with Tiburon's Client Liaison as described in this document. There can be one or more Technical Support Coordinators for each covered application, however, all client Technical Support Coordinators must participate each review meeting with the Client Liaison. The Technical Support Coordinator(s) roust have the authority to confirm closure on a TSR. 215 TIBURON SERVICE REQUEST (TSR) Issues reported to the Client Support Center (CSC) are referred to as Tiburon Service Requests (TSRs). Each TSR is recorded in the third party application used by Tiburon to record Client issues and assigned to the Tiburon team responsible for supporting the Client and the system at the time the issue is reported. Priority 1 TSRs are assigned down to an individual resource based on the Tiburon on -call list maintained by the CSC. Other priority issues are discussed between the Client Liaison and the Client to ensure that the Client's needs are addressed in a reasonable fashion, as agreed to between Tiburon and the Client. Tiburon, Inc. July 1, 2015 Page 6 A TriTech Software Systems Company 25C -21 Warranty & Maintenance Support Version 8.1 Guidelines & Options 2.16 WARRANTY/ MAINTENANCE SUPPORT When a Project is completed as deemed in the Statement of Work, Cho support transitions to a warranty or maintenance support level as defined by the contract. When the Project is completed as deemed in the Statement of Work, the Project Manager conducts an internal turnover of the Client and associated applications to the assigned Client Liaison and the Client Support Center (CSC), Tiburon, Inc. July 1, 2015 A TriTech Software Systems Company 25C -22 Page 7 Warranty & Maintenance Support Version 8.1 Guidelines & Options 3. TRANSITION FROM PROJECT [OPERATIONS) TO SUPPORT [CSCI When a project is completed as deemed in the Statement of Work, the Client systems transition from the project phase to the warranty or maintenance programs. Leading up to this major milestone, Tiburon staff members, including the Project Manager, Client Liaison, Account Executive, Engineering, Deployment, and CSC Engineering resources participate in an internal System Assurance Review (SAR). This ensures that all parties are aware of the Client configuration, connection information, applications installed, cutover plan and schedule, as well as other information specific to the Client implementation. This information is logged in the third party application used by Tiburon for Client Support, currently HEAT Call Logging by Front Range. When the project is completed as deemed in the Statement of Work, the system(s) are stable and there are a nominal number of TSRs not closed for each system, there is a final internal System Assurance Review between Operations, Engineering, Deployment, and Client Support to transition the support of the Client systems from Operations / Project mode to CSC / Support mode. The Project Manager also schedules a turnover meeting with the Client to introduce the Client Liaison to the Client. Tiburon, Inc. July 1, 2015 Page 8 A TriTech Software Systems Company 25C -23 Warranty & Maintenance Support Version 8.1 Guidelines & Opticns 4. WORKING WITH THE SUPPORT CENTER CCSC) The CSC functions as the single point of contact for ongoing Client support issues once project is completed as deemed in the Statement of Work and support for the systems has been turned over to the CSC. Tiburon's Client Liaisons oversee the CSC activities for their assigned Clients. The Client Liaison also works closely with the Client's Tiburon Account Executive in order to keep them updated on overall service needs. 4.1 SUBMITTING A TSR Client may contact the CSC to report an issue by telephone, email, or via, the third party Self Service application provided for this purpose. Priority 1 and Priority 2 issues must be reported by telephone 24 x 7 to ensure optimal response to the issue. 4.2 1124x7" SUPPORT "240" support is standard for all CAD, Jail Records, and State Message Switch products. It is optionally available for all other products for an additional cost. For assistance in adding this support for other systems, Clients should contact their Account Executive. Tiburon, Inc. July 1, 2015 A TriTech Software Systems Company 25C -24 Page 9 Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3 TSR PRIORITIES When submitting a TSR, Tiburon asks that Clients use the priority definitions below. 4.3.1 CAD, MOBILE, STATE INTERFACE, CRITICAL CAD INTERFACES 4.3.1.1 RESPONSE TrnE, SLAB Priority - Issue Definition - Response Time Priority 1- 24x7 Support for live operations an the Normal Customer Service Hours (8:00 am - Critical Priority production system: A system down event 5:30 pm in the customer's time zone): which severely impacts the ability of Users to Telephone calls to 877.445.2110 will be dispatch emergency units, This is defined as immediately answered and assigned to the the following:, designated representative within 10 minutes or receipt of call. • CAD, Mobile, State Interface or critical CAD Interfaces are down as further defined in After Normal Customer Service Hours: Thirty the Special Note ##1 below, (30) minute callback after Customer telephone • Critical servers inoperative, as listed in contact to 877.445.2110. Special Note 41. • Complete interruption of call taking Priority 1 issues must be called in via and /or dispatch operations. 877.445,2110 in order to receive this level of • Loss of transactional data & transactional response. data corruption This means one or more critical server components are non - functional disabling CAD, or Mobile workstations. These Software Errors are defined in Special Note #Z, below. Priority 2- 24x7 Support for live operations on the Normal Customer Service Hours (8:00 am - Urgent Priority production system: A serious Software Error 5:30 pm in the customer's time zone): with no workaround, not meeting the criteria Telephone calls to 877.445.2110 will be of a Critical Priority, but which severely answered and assigned to the designated impacts the ability of Users to enter incoming representative within 30 minutes of receipt of calls for service and /or dispatch emergency call. units, Such errors will be consistent and reproducible. After Normal Customer Service Hours: Sixty (60) minute callback after customer telephone A significant number of the CAD or Mobile contact to 877,445.2110, workstations are negatively impacted by this error (e.g., does not apply to a minimal set of Priority 2 issues must be called in via CAI) or Mobile workstations). These Software 877.445.2110 in order to receive this level of Errors are defined in more detail in Special response. Note 02, below. Tiburon, Inc. July 1, 2015 Page 10 A TriTech Software Systems Company 25C -25 Warranty & Maintenance Support Version 8.1 Guidelines & Options Priority 3 - High Priority Priority 4 - Medium Priority Priority 5 - Low Priority Issue Definition - -. Normal Customer Service flours Support: A Software Error not meeting the criteria of a Priority 1 - Critical or Priority 2 - Urgent Priority, has a workaround available, but which does negatively impact the User from entering incoming calls for service and /or dispatching emergency units, or perform a common call taking or dispatch function. Such errors will be consistent and reproducible. A significant number of CAD or Mobile workstations are negatively Impacted by this error (e.g., does not apply to a minimal set of workstations), Normal Customer Service Hours Support: A Software Error related to a user function which does nut negatively Impact the User from entering incoming calls for service and /or dispatch emergency units, of perform a common call taking or dispatch function. This Includes system administrator functions. Normal Customer Service Hours Support: Cosmetic or Documentation errors, including Customer technical questions, product modification or add -on requests, steering committee requests, and usability questions. Tiburon, Inc. July 1, 2015 A TriTech Software Systems Company 25C -26 Normal Customer Service Hours (8:00 am - 5:30 pm In the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. High Priority issues may also be reported via cusromerservice @trttechcjjjn or via the HEAT Self Service portal, Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. High Priority Issues are not managed after Normal Customer Service Hours. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. Medium Priority issues may also be reported via sus Qaarservice@ trltech.com or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. Medium Priority issues are not managed after Normal Customer Service Hours. Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445,2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. Low Priority issues may also be reported via c stem rs wise @tritecheDul or via the HEAT Self Service portal, Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day, Low Priority issues are not managed after Page 11 Warranty & Maintenance Support Version 8.1 Guidelines & Ciptiom 4.3.1.2 RESOLUTION TIME SLAB Priprpty.. .Resolution Process .:.Resolution Time ., Priority 1- Tiburon will provide a procedural or Tiburon will work Continuously (including after Critical Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume live that allows the Customer to resume live operations on the production system. operations on the production system. Tiburon will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notificatloo. Priority 2 - Tiburon will provide a procedural or Tiburon will work continuously (including after Urgent Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume normal that allows the Customer to resume normal operations on the production system, operations on the production system. Tiburon will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 36 hours after notification Priority 3 - Tiburon will provide a procedural or Tiburon will work to provide the Customer with High Priority configuration workaround that allows the a resolution which may include a workaround or Customer to resolve the problem, code correction within a timeframe that takes into consideration the impact of the Issue on the Customer and Tiburon's User base. Priority 3 issues have priority scheduling In a subsequent release, Priority 4- If Tiburon determines that a reported Medium Tiburon wfll work to provide the Customer with Medium Priority Priority error requires a code correction, such a resolution which may Include a workaround or issues will be addressed In a subsequent code correction in a future release of the release when applicable, software. Priority 4 issues have no guaranteed resolution time. Priority 5 - Low Priority issues are logged by Tiburon and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion Priority issues. according to Tiburon's roadmap planning process. Tiburon, Inc. July 1, 2015 Page 12 A TriTech Software Systems Company 25C -27 Warranty & Maintenance Support Version 8.1 Guidelines & Options 43.1.3 SPEciAL NOTE # 1 Priority f - Critical Priority issues meeting the previously noted criteria are defined as follows: 43.1.3.1 CAD a. CAD System is down and all workstations will not launch or function. This will include fragment notifications, site -to -site connection failure, etc, b. CAD System is inoperable due to transactional data corruption caused by Tiburon Software. This will include in- ability to enter commands from the Command Window. c. CAD Reporting and Archiving Server is down and the system is configured to use the Reporting Server for dispatching functions (e. g., Premise History). This will include "Lost connection to Database" message 4.3.1.3.2 Mobile a. The Mobile System is down and all mobile devices are unable to log in or function. b. The Mobile System is inoperable due to data corruption caused by Tiburon Software. 4,3.1.3.3 State Interface a. Law enforcement users are unable to send or receive justice queries (this priority applies if the functionality is available through no other available methods). Tiburon, hic. July 1, 2015 Page 13 A TriTech Software Systems Company 25C -28 Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.1.4 SPECIAL NOTE #2: Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows: 4.3.1.4.1 CAD CAD users are severely impacted due to one of the following conditions on one or more essential positions: a. One or more essential CAD positions cannot be accessed by users, b. The system is operating in local sharing or disconnected mode c. Unable to enter new requests for service via the emergency or scheduled call- taking screen (using all available methods). d. A user is unable to verify an address from within the emergency or scheduled call - taking screen. e. The inability to add or view premise or caution note information. f. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile). g. The system does not perform trait recommendations. h. Inability to assign a unit to an incident (using all available methods). i. Inability to change a unit's status (using all available methods). j. Inability to close an incident (using all available methods). k, Inability to view incident information needed to dispatch an incident (using all available methods) , This includes "Lost Connection to Database" errors. 1. Disaster Recovery System, following a test failover, is inoperable for more than one (1) business day. 4.3.1.4.2 Mobile Several Mobile users are severely impacted due to one of the following conditions: a, Inability to receive new requests for service from CAD (using all available methods). b. Inability to view incident information needed to dispatch an incident (using all available methods). c. The inability to send and receive text messaging (within CAD, CAD to Mobile, or Mobile to Mobile). d. Inability to enter a traffic stop or on -view incident. e. The inability to view premise or caution note information. f. Disaster Recovery System, following a test f tilover, is inoperable for more than one (1) business day. 4.3.1.4.3 CAD /Mobile Interfaces: Several CAD or Mobile users are severely impacted due to one of the following conditions: a. CAD Station Alerting Interface is down or CAD Station Alerting Interface repeatedly fails to process a station alert, as part; of a unit assignment, or if there is a reoccurring significant delay in flee interface processing a station alert as part of a unit assignment (once it is diagnosed that is not being caused by the station alerting system). b. CAD Paging Interface is down. c. An interface used for personnel restoring is down. Tiburon, Inc. July 1, 2015 Page 14 A TriTech Software Systems Company 25C -29 Warranty & Maintenance Support Version 8.1 - Guidelines & Options d. A CAD -to -CAD interface is down or repeatedly fails to process information into an incident. e. CAD Paging Interface repeatedly fails to process a unit alert as part of a unit assignment. f. An ANI /ALI interface repeatedly fails to process information into an incident. g, An interface to an external rostering system used to logon units is down. It. AVL interface fails to process updates for over 50% of units. I. Mobile interface repeatedly fails to process incident or status change information. j. A Standard CAD to External System Incident Data Transfer Interface License (RMS) is down. This would include transfer of data to the CAD Data Warehouse or any UDS interface. k. Email / fax / paging notifications down for all destinations, Tiburon, Inc. July 1, 2015 Page 15 A TriTech Software Systems Company 25C -30 Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.2 ALL RECORDS, FIELD BASED REPORTING, JAIL RECORDS, FIRE RECORDS, WEB QUERY 4.3.2.1 RESPONSE Timm, SLAB rarunry issue oemm11on . Priority l- 24x7 Support for live operations on the Critical Priority production system: A system down event which severely impacts the ability of Users to log on the system, or severely Impacts the ability of Users to book or release Inmates. This is defined as the following: Priority 2 - Urgent Priority • All Records applications, to include jail Records, Field Based Reporting, and Fire Records server software inoperative • Loss of ability for all Records, jail Records, Field Based Reporting, or Fire Records users to log on to system • jail Records system down • Loss of transactional data & transactional data corruption This means one or more critical server components are non - functional disabling Records, Jail Records, Field Based Reporting or Fire Records workstations. These Software Errors are defined in Special Note #1, below. Normal Customer Service Hours Support for live operations on the production system : .A serious Software Error with no workaround not meeting the criteria of a Critical Priority, but Which severely impacts the ability of all Users from performing a common function, or severely impacts the ability of Users to book or release inmates. Such errors will be consistent and reproducible. Loss of ability for All Records, Field Based Reporting, jail Records or Fire Records users to enter Case (Incident, Arrest and Custody) records into the system Loss of ability to transfer Field Based Reporting reports (ARS, Copperfire, CAD to RMS Transfer) Unable to book or release Inmates A significant number of the Records, Field Based Reporting, jail Records or Fire Records workstations are negatively impacted by this error (e.g., does not apply to a minimal set of Records, Field Based Reporting, jail Records or Fire Records workstations). These Software Errors are defined in more detail in Special Note #2, below. Tiburon, Sno. July 1, 2015 A TriTech Software Systems Company 25C -31 Normal Customer Service Flours L8= am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be immediately answered and assigned to the designated representative within 10 minutes or receipt of call, After Normal Customer Service Hours: Thirty (30) minute callback after Customer telephone contact to 877.445.2110. Priority 1 issues must be called In via 877.445.2110 in order to receive this level of response, All /ail Records systems default to 24 x 7 support forPriority i issues. After Normal Customer Service Hours: Unless optional 24.x7 support Is contracted, support for Records, Field Based Reporting and Fire Records Is not managed after Normal Normal Customer Service Hours (8:00 am - 5:30 pm in the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated representative within 30 minutes of receipt of call. After Normal Customer Service Hours: Sixty (60) minute callback after customer telephone contact to 877.445.217.0. Priority 2 Issues must be called in via 877.445.2110 In order to receive this level of response. All fail Records systems default to 24 x 7 support for Priority 2 issues. After Normal Customer Service Hours: Unless optional 24x7 support Is contracted, support for Records, Field Based Reporting, and Fire Records is not managed after Narmal Customer Service Hours. Page 16 Warranty & Maintenance Support Version 8.1 Guidelines & Options Priority - Issue. Definition . Priority 3 High Priority Priority 4 - Medium Priority Priority 5 - Low Priority Normal Customer Service Hours Support: A Software Error not meeting the criteria of a Priority 1 - Critical or Priority 2 - Urgent Priority, has a workaround available, but which does negatively impact the User from performing a common Records, Field Based Reporting, Jail Records, or Fire Records function. Errors will be consistent and reproducible. Loss of Non- Critical Data (with "Non. Critical' being do' as not causing an error classified as a PI or P2 error (above). NIBRS State reporting issues that causes agency reports to exceed State error submission limits UCR reporting multiple occurrence of inaccurate data A significant number of Records, Field Based Reporting, Jail Records, or Fire Records workstations are negatively impacted by this error (e.g„ does not apply to a minimal set of Normal Customer Service Hours Support; A Software Error related to a user function which does not negatively Impact the User from performing a common Records, Field Based Reporting, jail Records, or Fire Records function. Errors will be consistent and reproducible. This includes system administrator functions. Normal Customer Service Hours Support: Cosmetic or Documentation errors, including Customer technical questions, product modification or add -on requests, steering committee requests, and usability questions. Tiburon, Inc. July 1, 2015 A TriTeeh Software Systems Company 25C -32 Normal Customer Service Hours (8:00 am - 5:30 pin in the customer's time zone): Telephone calls to 877.445.2110 will he answered and assigned to the designated team within 30 minutes of receipt of the initial phone call, High Priority Issues may also be reported via customerserviCgo) tritech,cirm or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. High Priority Issues are not managed after Normal Customer Service Hours. Normal Customer Service HourS (H;Qu am - 5:30 pm In the customer's time zone): Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. Medium Priority Issues may also be reported via cuS.T.R- Werscrvice r+tritech corn or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. Medium Priority Issues are not managed after Normal Customer Service Hours. Normal Customer Service Flours (8:00 am - 5:30 pm in the customer's time zone); Telephone calls to 877.445.2110 will be answered and assigned to the designated team within 30 minutes of receipt of the initial phone call. Low Priority issues may also be reported via customerservice@tritecli com or via the HEAT Self Service portal. Email and HEAT Self Service reports are entered and assigned within 30 minutes at the start of the next business day. Low Priority issues are not managed after Page 17 Warranty & Maintenance Support Version 81 Guidelines & Options 4.3.2.2 RESOLUTION TIME SLAS . _ Priority Resolution Process. Resolution Time Priority 1- Tiburon will provide a procedural or Tiburon will work continuously (including after Critical Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume live that allows the Customer to resume live operations on the production system, operations on the production system, Tiburon will use commercially reasonable efforts to resolve the issue as soon as possible and not later than 12 hours after notification. Priority 2 - Tiburon will provide a procedural or Tiburon will work continuously (including after Urgent Priority configuration workaround or a code correction hours) to provide the Customer with a solution that allows the Customer to resume normal that allows the Customer to resume normal operations on the production system, operations on the production system. Tiburon will use commercially reasonable efforts to resolve the Issue as soon as possible and not later than 36 hours after notification. Priority 3 • Tiburon will provide a procedural or Tiburon will work to provide the Customer with High Priority configuration workaround that allows the a resolution which may include a workaround or Customer to resolve the problem. code correction within a tlme£rame that takes into consideration the impact of the issue on the Customer and Tiburon's User base. Priority 3 Issues have priority scheduling in a subsequent release. Priority 4- If Tiburon determines that a reported Medium Tiburon will work to provide the Customer with Medium Priority Priority error requires a code correction, such a resolution which may include a workaround or issues will be addressed in a subsequent code correction in a future release of the release when applicable. software. Priority 4 issues have no guaranteed resolution time. Priority 5- Low Priority Issues are logged by Tiburon and There is no guaranteed resolution time for Low Low Priority addressed at the company's discretion Priority Issues, according to Tiburon's roadmap planning process. Tiburon, Inc. July 1, 2015 Page 18 A TriTeeh Software Systems Company 25C -33 Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.3.2.3 SPECIAL NOTE #1 Priority 1 - Critical Priority issues meeting the previously noted criteria are defined as follows: 4.3.2.3.1 Records, Field Based Reporting, Jail Records, Fire Records, Web Query Records users are severely impacted due to one of the following conditions: a. System completely down b. All users getting `unable to login or no connection to server' c. Unable to log on to Records, .Tail Records. d. All users getting 'No response from ComDIR' or `lost connection to server' e. Cannot book or release any inmate. f. All users getting `NETWORK UNAVAILABLE' or 'DISCONNECTED FROM SERVER' in red text on the bottom status bar of TE. g. All users are unable to load a module list such as the Event list, Case list, Arrest list. h. All users are unable to save a new record (event, case, arrest) i. All users are unable to load any existing record (event, case, arrest) j. Inability of any users to launch or log on to Web Query. lc. All Web Query users getting `Invalid response from GETO', `Not Connect to Server', `Unable to read data from transport connection.' Tiburon, Inc, July 1, 2015 Page 19 A TriTech Software Systems Company 25C -34 Warranty & Maintenance Support Version 81 Guidelines & Options 4.3.2.4 SPECIAL No ft #2 Priority 2 - Urgent Priority issues, meeting the previously noted criteria, are defined as follows: 4.3.2.4.1 Records, Field Based Reporting, Jail Records, Fire Records, Web Query Records users are severely impacted due to one of the following conditions: a. Unable to run a Warrant Check b. Jail Headcount is off. c. Training enviromnent is down and client is actively conducting a training class with several students. d. No additional users can log on to WebQuery. e. Inability to run Name or Location searches. f. Inability to run CAD Queries. g. An error which prevents users from completing their normal business function for which no reasonable workaround exists. h. Data corruption issues that prevent processing of inmates or reports, but not including general data cleanup. i. Inoperable external interfaces such as Livescan, Mugshot, Commissary, for which no reasonable workaround exists. j. Individual workstation or user issues only if no alternate means of completing the work exist (Le— another user or workstation is available). Tiburon, Inc. July 1, 2015 Page 20 A TriTeeh Software Systems Company 25C -35 Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.4 REPORTING A TSR The preferred method of contact for CSC for Client issues is outlined in the table below: Is�uo1+ d,� ]Preferred; ,t �• „� "' "r as,ut� ,�Hqursrs .,` .�s� Methot��'uo1 ,+ o 'tins Ws;,�,?x 24 hours a CSC Telephone: 877.445.2110 Must contact Priority 1& day, 7 days a Priority 2 week, 365 the CSC via Backup Phones: days a year telephone 925.621.2720 510.579.4609 510.579.1714 Submit a case If for any reason Clients cannot reach us on the toll free via telephone, number, Clients can reach us on our backup phones. Priority 3 8 am -5 pm in email, or the Please call the alternate number(s) in the order listed. tbru the Client's third party Self Priority 5 time zone Service Email; ustomerServicc@nitech.eom application provided. Self Service Access: kI,ud csctritech _cocgm$1B-Q/HeatWebul /hs II— aS,jap 4.5 EMERGENCY AFTER HOURS ASSISTANCE Emergency assistance after regular business hours is subject to the following special condition: "24x7° support is standard for all CAD, Corrections, and Message Switch systems. If a Client selects the "24x7" service option for any other Tiburon applications, remote support for Priority 1 and Priority 2 TSRs for those applications is also provided on a 24 x 7 basis. If a Client requests after hours support for an application without "240" coverage, support is subject to a call -out fee in addition to time and materials charges. Once an issue has been determined to be out of scope, an Authorized Client Representative will be contacted by Tiburon and advised that additional charges may be incurred. 'ne Client Representative must approve this out of scope effort before work will resume. The call out fce is based on Tiburon's then current hourly rate and is calculated based on every hour expended by any Tiburon staff member to resolve the issue. Time is calculated to the nearest whole hour. 4.6 CLIENT RESPONSIBILITIES In order to provide maintenance support services to Clients, Tiburon requires that Clients: • Limit TSRs to one reported problem in each TSR logged. • Include enough detail in a reported problem so that Tiburon can effectively reproduce and diagnose it, to include steps to reproduce the error, error messages received, and screen shots if applicable. • Provide continuous remote access to the system(s) , and have a technical resource reachable afterhours that Tiburon staff can contact should the need arise for Priority 1 issues Tiburon, Inc. July 1, 2015 Page 21 A TriToch Software Systems Company 25C -36 Warranty & Maintenance Support Version 8,1 Guidelines & Options • Maintain continuous remote access along with the ability to upload and download files to server(s) without third -party interaction. • Restrict the use of CAD workstations to Tiburon Applications only, eliminating internet connectivity and the use of things like streaming media, internet games and other applications that can negatively interact with the CAD system. • Ensure that maintenance and back -up activities relating to the Covered Applications and the System, including, without limitation, backing up databases and journal logs, purging out of data records, running reports, and performing diagnostics, are carried out in accordance with the schedule and methodology laid out by Tiburon. • Ensure that the System conforms to the "Site System and Network Specifications" as established during the project implementation. • Maintain a system to ensure that only authorized personnel have the ability to make changes to the Client's database and that a list of all such authorized personnel (and any updates thereto) be promptly delivered to the Tiburon Client Support Center. Each request for any change to a Client's database shall be accompanied by a signed letter of authorization from the Client's Authorized Client Representative, and shall contain all details of the requested change. Tiburon will not assist Client personnel with database change requests other than those on the most current authorized personnel list. • Designate a single individual to act as the Client's authorized representative who is (a) authorized to act on the Client's behalf with respect to all matters relating to this Agreement; (b) shall ensure the Client's compliance with its responsibilities under this Agreement; and (c) shall coordinate appropriate schedules in connection with Tiburon's services under this Agreement. The Client may change the individual designated hereunder by providing Tiburon written notice designating a new individual authorized to act as the Client Representative within ten business days. • Ensure that Technical Support Coordinators and other personnel have received sufficient training on all aspects of the Tiburon system that they are supporting, and have the experience to perform its obligations. 4.7 SERVICE REQUEST LIFECYCLE The TSR lifecycle can vary depending on the complexity of the issue being reported. Some TSRs will move from "New" to "In Progress" and "Closed" without a need for validation. Other TSRs require a validation step where the TSR. is first "fixed" in the Client's Training system and validated with the Client before moving to Production and then placed in "Test Request" status for final Client confirmation prior to closure. Our CSC team works with Clients to not only validate the resolution of the case, but to confirm the resolution prior to closing it. Tiburon, Inc. July 1, 2015 Page 22 A TriTech Software Systems Company 25C -37 Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.7.1 TSR STATUS As a TSR moves tlirough Tiburon's service request lifecycle the overall case status will change. The statuses and definitions below are those currently in use: Case Status Definition Default status used for all'new' cases coming into the CSC. TSRs in "New" status reflect no one is currently assigned to research or resolve the issue. New Once the Project Manager or Client Liaison discusses new issues with their Client, the issue is prioritized for resolution and the appropriate Team Leader is notified for assi orient, In Progress Status used to indicate TSR has been assigned to an individual for resolution. Status used to indicate that the additional information is needed to resolve the TSR. Information needed is detailed in the Status / Solution field. Need Info A TSR in NEED INFO status for 30 or more calendar days without any update will be closed. If the issue occurs again, it should be reported as a new issue with supportiLig supporting in ormation and screen shots if applicable. Status used to place TSR in a HOLD state pending action by Tiburon or action by the Client. Pending action will be detailed in the Status / Solution field. On Hold A TSR in ONHOLD statusfor,30 or more calendar days without any update will be closed with Client approval. If the issue occurs again, it should be reported as a new issue with supporting information and screen shots if applicable Status used to indicate TSR is currently in 30 -day monitor period. Usually used to monitor recurrence of an issue after implementation of a fix (typically when complete validation is not feasible). Also used when issue cannot be Monitor readily investigated pending occurrence of another event. A TSR in MONITOR status for 30 or more calendar days without any update will be closed, If the issue occurs again, it should be reported as a new issue with supporting Information and screen shots if applicable. Status used to indicate that a fix has been implemented in Client's training system. Testing by Client and confirmation of fix is required before fix will be moved to Client's production environment Test in TRN It is important that TSRs in this status are addressed by Client within 30 calendar days so that untested,fixes do not remain in the Client's system for an unreasonahle period of tlrrae. It is impossible to manage clean code lines with potentialftyes that have not been tested as requested. Status used to indicate that fix has been applied in the Client's production system. Validation of fix by the Client is required, however, Test Request A TSR in TEST Request status for 30 or more calendar days without any update will be closed If the issue occurs again, it should be reported as a new issue with sn rting information and screen shots ff applicable. Status used to indicate that the TSR has been closed with the concurrence of Closed the Client (or 30 calendar days have passed with no further communication from the Client, as noted above). Once in Closed status, a TSR is no longer editable to any other status. Tiburon, Inc. July 1, 2015 A TriTech Software Systems Company 25C -38 Page 23 Warranty & Maintenance Support Version 8.1 Guidelines & Options 4.7.2 CASE ESCALATION Tiburon shall provide regular status updates to designated Client contact until the issue is resolved. Tiburon will document appropriate items, which may include root cause analysis, customer impacts, countermeasures and resolution. Failure to meet the stated resolution times will result in the escalation of these calls. Escalation path is as follows; • Client Liaison • Director, Client Service & Support — Tiburon Group • Vice President / General Manager — Tiburon Group • COO — TriTech Software Systems • CEO — TriTech Software Systems 4.7.3 CASE CLOSURE The CSC staff will work with Clients to validate TSR resolution prior to closure. Once an issue has been validated by the Client, Tiburon will confirm and close the case. ff after 30 calendar days there has been no communication front the Client advising that the issue has not been resolved, the CSC staff will close the case. Tiburon, Inc. July 1, 2015 Page 24 A TriTech Software Systems Company 25C -39 Warranty & Maintenance Support Version 8.1 Guidelines & Options 5. THIRD PARTY PRODUCT SUPPORT Unless otherwise agreed, the Customer shall obtain, pay for and maintain in effect during the term of this Agreement the technical support contracts for certain third party products as specified by Service Provider, and shall ensure that, in addition to authorizing the Customer to request support services there under, each such support contract also expressly authorizes Service Provider to request support services there under on the Customer's behalf. Tiburon, Inc. July 1, 2015 Page 25 A TriTech Software Systems Company 25C -40 Warranty & Maintenance Support Version 8.1 Guidelines & Options 6. OTHER SERVICES 6.1 SOFTWARE UPDATE SERVICES If the Customer has purchased the Software Updates Program, the Customer will be entitled to receive new General Availability (GA) releases of the Service Provider licensed software products purchased by the Customer as they may become available, The Software Updates Program provided hereunder does not include any of the following: 1. Installation, configuration and training services, Upon reasonable notice from the Customer, Service Provider will provide a Quote Document to the Customer on a time and materials basis at Service Provider's then current rates for such services; 2. Modifications or customization of the Software other than corrections of Defects made or provided under these Maintenance and Support Guidelines; 3. Consultation for new programs or equipment; 4. Correction of problems, and assistance regarding problems, caused by operator errors, including but not limited to the entry of incorrect data and the maintenance of inadequate backup copies and improper procedures; and/or 5. Correction of errors attributable to software other than the licensed Software. Upgrade of the Customer's Hardware, Operating System, and /or third party software may be required from time to time to support New Releases, Maintenance Releases or Upgrades of the Software. The Customer shall be solely responsible for the cost of such upgrades unless expressly stated otherwise. 6.2 PRODUCT MODIFICATION REQUESTS Product Modification Requests may be identified in several ways: In evaluating a TSR, it is determined that the existing solution is functioning as designed. A Client wants to extend their Tiburon solution or obtain additional optional services, and requests a quote for new fimctionality, Once a TSR is identified as a product modification request, the case is updated to reflect this and assigned to the Client Liaison. The Client Liaison contacts and advises the Client of the new classification. The TSR is then assigned to the Account Executive and the TSR is closed. Once the Account Executive is notified of this request, the following actions occur: The Account Executive works with the Client to clarify the request and produce the requirements for Engineering to quote the request Engineering and/or Operations evaluates the request, determining the mix of customized development, configuration, testing and documentation required to deliver the request The Account Executive takes the information from Engineering and produces a quote for the Client Tiburon, Inc. July 1, 2015 Page 26 A TriTech Software Systems Company 25C -41 Warranty & Maintenance Support Version 8.1 Guidelines & Options The Client is asked to review and either accept or reject the proposed enclosed product modification and quote, Once the product modification proposal is accepted and signed by an authorized clisnt representative, the delivery is handled by Tiburon's Operations Department. 6.3 STEERING COMMITTEE ISSUES Clients can submit a Steering Committee request for discussion and potential inclusion in Tiburon's baseline when they encounter a situation where a system change or additional feature would enhance the functionality of the system. Steering Committee requests can be submitted via the Self Service application using the Call Type of Steering Committee. Steering Committee cases are assigned to a Tiburon Product Manager and the TSR is placed in an ON FIOLD status. After the issue is vetted at the Tiburon User Group, the issue is updated with the recommendations of the Steering Committee and Closed. 6.4 PRODUCT SPECIALIST AND TRAINING REQUESTS Tiburon's Training Team is available to work with Clients. Each member on Tiburon's Training Team is a subject matter expert in specific Product, They support the implementation of each Client solution through configuration, validation, testing and training. After the Tiburon Applications are live, and the project is completed as deemed in the Statement of Work, Clients who have additional needs for training should work with their Tiburon Account Executive to create a custom, fee -based program. 6.5 DBA AND SYSTEM ADMINISTRATION SUPPORT SERVICES 6.5.1 LEVEL 1 DATABASE ADMINISTRATION (DBA) SUPPORT Level 1 Database Administration (DBA) Support is a standard feature of Tiburon's Master Support Agreement (MSA). Level 1 DBA Support services include the creation of production and training databases to be used by the Tiburon applications for Clients that do not have their own database administration (DBA) capabilities. Database services offered as part of the Level l DBA Support do not include preventive monitoring of the Client's databases. The Cl'ient's DBA is responsible for periodic database backups, backup functionality monitoring, periodic database maintenance, and database recoveries in the event of disaster. During the project phase, before "go live," Tiburon is available to assist with the database backup configuration. Thereafter, Tiburon will be available primarily for consultation to diagnosis /resolve database problems that are directly related to the Tiburon applications. 6.5.2 LEVEL 1 SYSTEM ADMINISTRATION SUPPORT Tiburon provides Level 1 System Administration (SA) Support as a standard feature of the Master Support Agreement (MSA). For Clients who have qualified System Administrators, this plan provides the minimum assistance needed to ensure that operating systems, hardware, and networking function properly to support the Tiburon applications. Tiburon will provide support ranging from information -only, to applying minor changes (designation of minor change reserved to Tiburon), to providing resolution only for problems that may be encountered by supported Tiburon applications. Tiburon, Inc. July 1, 2015 Page 27 A TriTech Software Systems Company 25C -42 Warranty & Maintenance Support Version 8.1 Guidelines & Options i. EXCLUSIONS TO TECHNICAL SUPPORT SERVICES The following services are outside the scope of the Technical Support Services provided by Service Provider and may result in additional charges, on a time and material basis: (a) Repair of damage or the increase in service time due to any cause external to the System which adversely affects its operability or serviceability, including but not be limited to, fire, flood, water, wind, lightning, and transportation of the System from one location to another. (b) Repair of damage or the increase in service time caused by failure to continually provide a suitable installation environment, including, but not limited to, the failure to provide adequate electrical power, air conditioning or humidity control, or Customer's improper use, management or supervision of the System including, without limitation, the use of supplies and accessories, Proper use and environmental requirements are determined by the Product documentation, (c) Repair of problems caused by the use of the System for put-poses other than for which it is designed. (d) Repair of problems caused by changes to the Hardware and/or the network made without obtaining Service Provider's prior approval. (e) Repair or replacement of any item of the System which has been repaired by others, abused or improperly handled, improperly stored, altered or used with third party material, software or equipment, which material, software or equipment may be defective, of poor quality or incompatible with the System, and Service Provider shall not be obligated to repair or replace any component of the System which has not been installed by Service Provider or a Service Provider authorized technician. (t) Removal, relocation and/or reinstallation of the System or any component thereof. (g) Diagnosis time directly related to unauthorized components and/or misuse of the System, whether intentional or not. (h) Any design consultation such as, but not limited to, reconfiguration analysis, consultation with Customer for modifications and upgrades which are not directly related to a problem correction. (i) Provision of any operational supplies, including by not limited to, printer paper, printer ribbons, toner, printer cartridges, photographic paper, magnetic tape and any supplies beyond those delivered with die System. O Repair of problems caused by computer / network security breaches and/or virus attacks. (k) Repair or replacement of any Hardware not purchased from Service Provider and explicitly covered by a Service Provider warranty or maintenance program. Tiburon, Inc. July 1, 2015 Page 28 A TriTech Software Systems Company 25C -43 Warranty & Maintenance Support Version 8.1 Guidelines & Options 8. OPTIONAL MAINTENANCE PROGRAMS Tiburon's Account Executive will work with the Client to identify the support programs that meet Client needs and to develop associated pricing. The matrix below describes the standard Level 1 services as well as the Level 2 and Level 3 services offered. 8.1 DATABASE ADMINISTRATION (DBA) SERVICES / SYSTEM ADMINISTRATION (SA) SERVICES Tiburon offers optional added -cost Database Administration Support and System Administration service plans including Level 2 and Level 3 Extended Services. These Service Levels are compared side by side in the matrix below. —+ a ;;DafabaseiSeevIces , iiveI1 Aevel ` %- Leve13, Setup application databases ✓ ✓ ✓ Set up database backu to disk ✓ ✓ ✓ Expand database disks ace allocations as needed ✓ ✓ ✓ Support for Database Issues on Tiburon Applications Business Da Sx5) 24x7 240 Maintain Database Backup Scripts ✓ ✓ 24x7 Support for Database Issues on Tiburon Applications ✓ ✓ Disaster Recovery Planning and Set -U ✓ ✓ Perform Database Recovery Procedures ✓ ✓ Monthly Re ort ✓ ✓ Maintain database system accounts and passwords Maintain ✓ — 3 su ortlogin access _ ✓ ✓ Twice Monthly Database Health Check & Maintenance ✓ ✓ Database Upgrade Support ✓ ✓ Monitoring of Bacjai2 Los Monthly 2x Monthly Examination of Backup Tapes Monthly 2x Monthly Database Health Check & Maintenance 11 2x Monthly Database Tuning & Performance Monitoring Monthly 2x Monthly Rebuild Indexes Annually 2x Annually Recovery Dry Run I Annually 2x Annually Tiburon, Inc. July 1, 2015 Page A TriTech Software Systems Company 25C -44 Warranty & Maintenance Support Version 8.1 Guidelines & Options Tiburon, Inc. JLLIY 1, 2015 Page 30 A TfiTech Softwaro Systems Company 25C-45 Backup Planning Consultation and Scripts (UNIX only) Set-Up of Backup Scripts (UNIX only) High-Availability Cluster Application Restart Expansion of File system Disks ace Allocations Application of Operating System Patches for Tiburon Applications Remote Monitoring for System Health Business I Day (80) 240 Support Perform Application Backup Activities Business Day (W) 24x7 Support Operating Systems, Hardware and Networking Assistance Business Da 8x5 240 Support Remote System Administration 247 Support Perform Performance Analysis, Report and Adjustments to System Performance Parameters Annually Review of Hardware and operating System on Named Services and Provide a Written I ort Monthly Tiburon, Inc. JLLIY 1, 2015 Page 30 A TfiTech Softwaro Systems Company 25C-45 Warranty & Maintenance Support Version 8,1 Guidelines & Options 9. ADDITIONAL NOTE: As these become available there will be no additional cost to client to utilize. 9.1 DOCUMENTATION LIBRARY (COMING SOON) All current - version baseline documentation is posted in the Documentation Library for Client access and download. This includes documentation for all current product version baseline releases. A link to this Documentation Library can be found on the Tiburon Support Website. 9.2 CRYSTAL REPORT / SSRS REPORT SHARING POOL (COMING SOON) Clients can submit Crystal Reports or SSRS Reports to be posted in the Sharing Pool, which will accessible by all Tiburon Clients. 9.3 CLIENT TSR REPORTS (COMING SOON) Standard SSRS Reports are available for Clients to obtain a formatted report of their TSRs or a non- formatted report in csv format. Reports may include all Open Cases (not closed) or All Cases regardless of status. 9.4 KNOWLEDGE BASE (COMING SOON) Clients can submit a string search against Call Description and Status /Solution data in the HEAT database to see if an issue had been submitted aril a resolution is available to a common issue. The inquiry can also be filtered by System Type. 9.5 CUSTOMER FORUM (COMING SOON) The Customer Forum will allow communications between Tiburon Clients on common issues or topics. 9.6 TIBURON USER GROUP The Tiburon User Group provides an important vehicle for communicating with other users and Tiburon staff, Each year, Tiburon hosts a User Group conference, offering training sessions, presentations and product demonstrations. The annual conference enhances communication among users, introduces new products and product upgrades, and provides working sessions focused on specific areas of user interest. Each agency can send as many representatives to the annual conference as desired, at the then current per attendee registration fee. The attendee fees help to offset a portion of the expenses we incur to ensure a high - quality event for our Clients. Tiburon, Inc. July 1, 2015 Page 31 A TriTech Software Systems Company 25C -46 Warranty & Maintenance Support Version 8,1 Guidelines & Options 9.7 PRODUCT STEERING COMMITTEES Product Steering Committees allow Tiburon Clients to participate in product development and direction for all major Tiburon applications. Each Product Steering Committee is composed of a chairperson elected by the Tiburon User Group, and up to five additional members selected by the chairperson. The Product Steering Committee members solicit input from Tiburon Clients licensed for each product line, and compile suggested product changes to discuss at the annual Product Steering Committee meetings, which are held in the spring, A Tiburon product advocate and Tiburon product technical lead attend the annual Product Steering Committee meetings. Each session begins with a full demonstration of the current product version, followed by a discussion of potential changes and enhancements. As a result of these discussions, the Product Steering Committees determine which changes will be applied to the next product version. Product Steering Committee information is accessible via the password protected area of Tiburon's website. Posted information includes annual Product Steering Committee Enhancement lists, as well as Product Steering Committee issues submitted by Clients for discussion at the next annual Product Steering Committee meeting. Tiburon, Inc. 7uty 1, 2015 Page 32 A TiiTech Software Systems Company 25C -47 25C -48 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: AGREEMENT AMENDMENT WITH G4S SECURE SOLUTIONS, INC. FOR SECURITY GUARD SERVICE AT THE SANTA ANA MAIN LIBRARY {STRATEGIC PLAN NO. 1, 1C} CITY MA 6 GER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with G4S Secure Solutions Inc., for an additional 20 hours of security guard services per week at the Main Public Library not to exceed $10,794, which includes 15% contingency for the remainder of the contract, ending on May 31, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Main Library has one security guard that provides services when the library is open Monday through Sunday. The addition of 20 hours per week will add a second security guard at key times and will help keep the library environment safe so that library staff can focus on providing a rich learning and wholesome environment for all library patrons to enjoy. The additional security guard service is part of the overall planning effort to enhance the safety and wholesomeness of the Main Library. Cost estimates are being developed to add additional surveillance cameras and custodial services to the Library in order to improve the learning environment in the Main Library. STRATEGIC PLAN ALIGNMENT Approval of this item supports the city's efforts to meet Goal #1 Community Safety, Objective #1 (Modernize the Community Policy philosophy to improve customer service, crime prevention and traffic /pedestrian /bicycle safety), Strategy C (Deliver crime prevention /community policing programs based on community policing plan). 25D -1 Agreement Amendment with G4S Secure Solutions, Inc. November 17, 2015 Page 2 FISCAL IMPACT Funds are available in the PRCSA, Library-Adult Services, Contract Services- Professional account (no. 01111150- 62300) for the following fiscal year: FY 2015 -2016 - $10,794. Geri rdo Mouet, Exe utive Director Parks, Recreation and Community Services Agency EXHIBIT: Agreement Amendment APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, Executive Director Finance and Management Services Agency 25D -2 FOURTH AMENDMENT TO AGREEMENT FOR PROVISION OF SECURITY GUARD SERVICES THIS FOURTH AMENDMENT to the above - referenced agreement is made and entered into on November 17, 2015 by and between G4S Secure Solutions, Inc. ( "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. The parties entered into an Agreement for Provision of Security Guard Services #A- 2011 -122, dated May 2, 2011 ( "Agreement"), by which Contractor agreed to perform security services at various City facilities, including the Santa Ana Main Library, B. The parties have executed three amendments to the Agreement, #A -2011- 122 -01, #A -2014- 116, and #A- 2014 -215, respectively, through which the scope of services, compensation, and term have been amended. C. The current term of the Agreement is for the period from June 1, 2015 through May 31, 2016, and the Agreement remains in effect. D. The parties again wish to amend the Agreement to increase the scope of services and total annual compensation to be expended under the Agreement in support of these services, The Parties therefore agree: I. Section 1, Scope of Services, is further amended to include an additional twenty (20) hours of security services per week to be performed at the Santa Ana Main Library. 2. Section 2, Compensation, is further amended to include an additional $10,794 so that the total annual compensation shall not exceed $618,810. 3. Except as modified by this Fourth Amendment, and all prior amendments, all terms and conditions of the Agreement shall romain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Agreement on the date and year first written above. ATTEST MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA DAVID CAVAZOS City Manager -- additional signatures on followingpage-- 25D -3 APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: J N M. FUND Assistant City Attorney RECOMMENDED FOR APPROVAL G4S SECURE SOLUTIONS GERARDO MOUET Executive Director of Parks, Recreation and Community Services Agency 25D -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: AGREEMENT WITH CHAPMAN UNIVERSITY TO PROVIDE COP SURVEY {STRATEGIC PLAN NOA, 1A} CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ON •:• _1 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an eight -month agreement with Chapman University, for the period of November 17, 2015 to June 30, 2016, for Professional Services to provide a Community Oriented Policing Survey in an amount not to exceed $30,600, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION With the passing of the City of Santa Ana's Strategic Plan, the identification of a new Community Oriented Policing (COP) Plan was brought to the forefront. The Police Department has been a leader in COP since the 1970's and has embraced changing concepts and ideas to offer varying services to our residents. The City's outreach through the Strategic Planning initiative highlighted the need for the Department to re- examine COP for our community. At its core, COP must be based on a partnership with the community and understanding of community needs. The Police Department sought out research partners to perform an independent survey with several components agreed upon as keys to success. Chapman University was identified as having the experience and capabilities to bring the survey process to a successful finalization. Chapman University's Earl Babbie Social Research Center was selected to perform the community survey. The Babbie Center has a history of utilizing qualitative and quantitative research methods to conduct studies that address critical social, behavioral, economic and environmental problems. The survey process will entail four community based forums, focus group interviews, the design and dissemination of a COP survey, all in multi - lingual formats. The Babbie Center will ultimately return to the Police Department a National Review of COP Practices, as well as final reports on the Community Forums, Focus Groups, and the results of the surveys. 25E -1 Agreement with Chapman University November 17, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety; Objective #1 (Modernize the Community Policing philosophy to improve customer service, crime prevention and traffic / pedestrian / bicycle safety); Strategy A (Develop and publish a community survey to measure the community's perceptions of community policing and police services provided by the Police Department). FISCAL IMPACT Funds in the amount of $15,000 are available in the Strategic Plan Projects Fund Contract Services account (no. 05214018 62300). In addition, funds in the amount of $15,600 are available in the Criminal Activities — Treasury Fund Contract Services account (02614455 62300). Carlos Rojas Chief of Pollce Police Department Exhibit 1: Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25E -2 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 17th day of November, 2015 by and between Chapman University, a private educational institution, (hereinafter "University "), 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 (hereinafter "City "). RECITALS A. The City desires to retain a University having special skill and knowledge in the field of Research and Academic Studies. B. University represents that University is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, University represents that it is knowledgeable in its field and that any services performed by University under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consultant 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 University shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and University agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $30,600 during the term of this Agreement. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2016, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 25E -3 4. INDEPENDENT CONTRACTOR University shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which University performs the services which are the subject matter of this Agreement; however, the services to be provided by University shall be provided in a manner consistent with all applicable standards and regulations governing such services. University shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS The University shall own, solely and exclusively, the copyright and all copyright rights to any written or otherwise copyrightable material delivered to City under this Agreement. University hereby grants a non- exclusive and perpetual license to City to copy, use, modify and reuse, any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by University under this Agreement ( "Documents & Data "). University shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. University represents and warrants that University has the legal right to license any and all Documents & Data. University makes no such representation and warranty in regard to Documents & Data which were provided to University by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, University shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. University shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of University's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. University shall supply City with a fully executed additional insured endorsement in substantially the form as required on Exhibit C upon execution of this Agreement. 25E -4 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. G. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, University, if University has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, University agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. If University is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1;000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by University pursuant to this section: (i) University shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City, (iii) The parties shall agree that should any of the required policies be canceled, non- renewed, or coverage and /or limits reduced or materially altered before the expiration date thereof, the Insured, their Broker or the issuing company will provide 30 days written notice to the other party. Each COI shall specify that SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. f. If University fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect University's right to be paid for its time and materials expended prior to notification of termination. University waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION University agrees to and shall indemnify and hold harmless the City, its officers, agents, employees from liability -for claims and lawsuits arising out of the University's negligence or willful misconduct in its performance of this Agreement. Notwithstanding the foregoing, to the extent University's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, 25E -5 pertain to, or relate to the negligence, recklessness, or willful misconduct of the University. 8. INTELLECTUAL PROPERTY INDEMNIFICATION University shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by University to the City pursuant to this Agreement. 9. RECORDS University shall keep records and invoices in connection with the work to be performed under this Agreement. University 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 University under this Agreement. All such records and invoices shall be clearly identifiable. University 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. University shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to University under this Agreement. 10. CONFIDENTIALITY If University receives from the City information which due to the nature of such information is conspicuously marked by City as confidential and /or proprietary, University 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. Any oral Confidential Information which is provided to either party shall be treated as confidential if it shall be summarized in writing and the summary provided to the receiving party within thirty (30) days of its oral disclosure. 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 University disclosed in a publicly available source; (c) is in rightful possession of the University without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the University without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE University 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. 25E -6 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: ono To University: Chief of Police City of Santa Ana 60 Civic Center Plaza (M -96) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 Director Office of Research and Sponsored Programs Chapman University One University Drive Orange, CA 92866 Fax 714 -628 -7374 With courtesy copies to: Harold Hewitt, Jr. EVP and COO Chapman University One University Drive Orange, CA 92866 Fax 714- 997 -6791 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been 25E -7 deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and University, 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 University. 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 University 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 are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of University, University may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Universities retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, University shall be entitled to receive and the City shall pay University compensation for all non - cancellable commitments and services performed by University prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require University to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and University consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION University shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or 25E -8 other employment related activities. University affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES University shall, throughout the term of this Agreement, maintain all necessary and applicable licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. University 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. [This section intentionally left blank] 25E -9 19. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council SONIA R. CARVALHO City Attorney By: ` _ A- Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA DAVID CAVAZOS City Manager CHAPMAN UNIVERSITY Carlos Rojas HAROLD W. HEWITT, JR Chief of Police Executive Vice President and COO Tax ID# 95- 1643992 25E -10 MA.n »3rr_� SCOPE OF SERVICES The scope of services is as follows: The Earl Babble Research Center (Babble Center), Chapman University, will perform a 4- phase Community Oriented Policing (COP) survey for the Santa Ana Police Department (SAPD) which will identify the current beliefs and desires of residents, business interests, and stakeholders of the City of Santa Ana regarding community policing. The research is expected to: a. Describe the public's understanding of what community policing is. b. Assess knowledge of and satisfaction with the SAPD's current COP strategies. c. Assess the community's support for further investment in COP. d. Suggest priorities for COP. Babble Center researchers will provide methodological and analytical expertise to the program in all stages of the project. The Babble Center will specifically: 1. Collaborate in developing data collection instruments for both online surveys and focus group interviews. 2. Oversee data collection and other day -to -day methodological aspects of the project. 3. Supervise data cleaning, management, and documentation. 4. Supervise and conduct data analyses. 5. Assist in subject recruiting procedures, monitor participant consent, and protect subject confidentiality by maintaining all participation records separately from SAPD personnel. 6. Produce papers and reports related to the project. Project Overview and Specific Tasks The project will consist of four research phases, the first three of which are conducted in sequence: Phase 1 - Community Forums a. Four (4) community forums will be held in each of the SAPD's geographic policing Districts: i. The SAPD shall provide all venues. ii. The SAPD shall provide all printed documents. iii. The SAPD will promote and conduct the community meeting. iv. Babble Center researchers shall facilitate and document information /data exchanges and prepare a report identifying key themes emerging from the public discussion that will be further explored in focus group interviews. Babbie Center researchers will solicit volunteers for the focus group interviews at the community forums. b. Forums will: i. Identify community expectations of COP in Santa Ana. ii. Identify residents, business owners and stakeholders interested in participating in the Focused /Personal Group Interview stage. To recruit subjects for interviews, participants in the community forum will be invited 25E -11 to fill out a combined consent and expression of interest form. The content of the consent form will be reviewed by the Institutional Review Board (IRB) of Chapman University. Forms will be collected by Babble Center staff, stored securely at the Babble Center, and will not be shared with SAPD personnel. H. Phase 2 - Focus Group Interviews a. A minimum of eight (8) focus group interviews will be conducted by Babble Center researchers. Two group interviews will be conducted in each of the SAPD's four geographic districts, one in English and one in Spanish. b. The SAPD will provide venues. Recording equipment, consent forms, and related supplies will be the responsibility of Babble Center staff. c. Babble Center researchers will be responsible for recruiting and gaining consent of participants following federal research guidelines as overseen by Chapman University's IRB. Data will be collected and analyzed by the Babble Center. Participant information will not be shared with the SAPD. Participant reports will be considered confidential. Subjects will not be compensated. iii. Phase 8 - Community Survey a. Using information from phases 1 and 2, Babble Center researchers will create an online survey and accompanying website using resources of Chapman University. b. The online survey will be hosted on Chapman University servers and all online responses will be collected and managed by Chapman University. The SAPD will not have access to individual surveys or identifiable responses. Results will be presented in summary form to the SAPD by Babble Center researchers. c. Babble Center researchers will provide a paper copy of the survey for translation and distribution to residents who are not able to respond to an online survey. The SAPD will cover costs of translation, printing, and distribution of the paper survey. Paper surveys will be mailed directly to the Babble Center at Chapman University. The Babbie Center will maintain control over all completed paper surveys and will be responsible for data entry and management as well as procedures and recordkeeping regarding consent. d. The Babble Center will collect, manage, document, and store all data according to federal guidelines as overseen by Chapman University's IRB. Babble Center researchers will manage consent. Survey data will be anonymous. e. The SAPD will publicize the web site and survey through its mailings. f. Participants will not be compensated. iv. Phase 4: Best Practices Report Babble Center researchers will review agency and scholarly literature to produce a "best practices" report for the SAPD. 25E -12 Chapman University Deliverables 1. Report on community forums: Report identifies themes and perspectives that emerged from the community forums. The focus will be on information that will guide formation of the focus group interview protocol and online survey. 2. Report on focus groups: Report identifies themes and perspectives emerging from focus groups that need further exploration in community survey. 3. Community survey: An online survey of community residents conducted through Chapman's Qualtrics survey system. 4. Final report 1: Summary of findings from all three phases of data collection and recommendations for prioritizing community policing efforts. 5. Final report 2: Best practices in community policing as identified in the research literature. 25E -13 SECTION A: Request Project Year 1 Effort % Total A. Senior /Key Personnel PI: Edward Day $0 0.00% $0 _ B. Other Personnel: Statistician (32 wks x 20 hrs /wk) $12,854 _ 30.00% $12,854 Undergraduate Students (10 hrs x 24 wks x $11 /hr) $2,640 $2,640 Personnel Subtotal $15,494 $15,494 Al, Fringe Benefits on Senior Personnel $0 Fulltime benefits $0 $0 61. Fringe Benefits on Other Personnel Fulltime benefits M._ $4,563 $4,563 Student benefits $132 $132 Fringe Subtotal $4,695 $4,695 C. Travel (Domestic) Auto travel (Local trips totaling 250 miles x 0.575 /mi) $144 $144 Travel Subtotal $144 $144 D. Other Direct Costs 1. Materials and Supplies Voice Recorder $322 $332 Voice Recognition Software $375 $375 Office Supplies $235 $235 2. Publication Costs Printed Collateral (150 pieces x $3,50 ea) $525 $525 3. Consultant Services 4 Spanish- speaking Interviewers (20 hrs x $40 /hr x 4) $3200 $800 3 English- speaking Interviewers (20 hrs x $40 /hr x 3) $2400 $2400 1 Vietnamese - speaking interviewer (20 hrs x $40 /hr) $800 $800 4. Contingency $2,400 ,$2,400 Other Direct Costs Subtotal $4,667 $4,667 G. Total Direct Costs (TDC) $30,600 $30,600 H. Indirect Costs (F&A) $0 ; $0 Total Peojecttosls s < �: t 7,$30j600 9• 25E -14 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY 1. By endorsement to its Commercial General Liability insurance policy, Chapman University agrees to name the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees and agents as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured under this Agreement. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such Insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, the parties agree that should any of the required policies be canceled, non - renewed, or coverage and/or limits reduced or materially altered before the expiration date thereof, the Insured, their Broker or the issuing company will provide 30 days written notice to the other party. Each COI shall specify that SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED TO City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701 IN ACCORDANCE WITH THE POLICY PROVISIONS. 25E -15 25E -16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: LEASE AGREEMENT WITH RIO WEST LLC FOR WESTEND SUBSTATION OFFICE {STRATEGIC PLAN NO.1, 1F} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: /_1 a U ZiIT /iii] ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO [ -11-Al fflff,00 Authorize the City Manager and Clerk of the Council to enter into a one -year lease agreement with Rio West, LLC, for period of November 1, 2015 to October 31, 2016, for the use of the Westend Substation located at 3750 W. McFadden Unit I in an amount not to exceed $29,664, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department has operated the Westend Substation located at the corner of Harbor and McFadden for over 17 years. This location has become a community engagement center and is well known to area residents. During this engagement, the Department entered into a recurring no cost lease with the owner that has equated to a monetary of savings to the City of well over $400,000. Based on changing economic conditions the owner is no longer able to offer this space at no cost. This one -year agreement will allow the Police Department to continue our "Community Oriented Policing" mission with area residents with no interruption of services. As the location has been in use for many years, an expensive infrastructure has already been established and an examination of relocation costs found it to be cost prohibitive to move the substation this year. The Police Department intends to seek out alternative locations for the substation in the future to lower costs and ensure limited impact to the residents the substation serves. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 Community Safety, Objective #1 (Modernize the Community Policing philosophy to improve customer service, crime prevention and traffic / pedestrian / bicycle safety), Strategy F (Enhance the Police Department's community policing philosophy to balance both traditional policing and problem solving strategies to address and reduce violent, property and gang related crimes.) 25F -1 Agreement with Rio West LLC November 17, 2015 Page 2 FISCAL IMPACT Funds for this agreement are available in the Police Department's Criminal Activities — Treasury account (no. 02614455 62300). In the following amounts by fiscal year: FY 2015 -16 $ 19,776 FY 2016 -17 $ 9,888 Carlos Rojas Chief of Police Police Department Exhibit 1: Agreement APPROVED AS TO FUNDS AND ACCOUNTS: I&A M Francisco adtierrez Wrc Executive Director Finance & Mgmt. Services Agency 25F -2 SHOPPING CENTER LEASE - GROSS 1. Basic Provisions ( "Basic Provisions "), 1.1 Parties: This Shopping Center Lease ( "Lease "), dated for reference purposes September 1, 2015, is made by and between Rio Vista West. LLC. a California Limited Liability Comany ( "Lessor ") and The Santa Ana Police Department, a division of the City of Santa Ana, a municipal corporation ( "Lessee ") (collectively the "Parties ", or individually a "Party "). 1.2 Premises: That certain portion of the Shopping Center (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 3750 W, McFadden Avenue, Suite I, located in the City of Santa Ana. County of Orange, State of California, with zip code 92704, as outlined on Exhibit A attached hereto ( "Premises "), deemed to be approximately 989 rentable square feet of floor area. In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non- exclusive rights to use the Common Areas (as defined in Paragraph 23 below) as hereinafter specified, but shall not have any rights to the roof, exterior walls or utility raceways of the building containing the Premises ( "Building ") or to any other buildings in the Shopping Center. The Premises and the Building are situated within the Shopping Center known as Riverview West Marketplace. The Premises, the Building, the Common Areas and all other buildings and improvements within said Shopping Center, together with the land upon which they are located, are herein collectively referred to as the "Shopping Center." (See also Paragraph 2) 1.3 Term: Twelve (12) full calendar months ( "Original Term "), commencing on November 1. 2015 ( "Commencement Date ") and ending October 31.2016 ( "Expiration Date "). (See also Paragraph 3) 1.4 Eariv PosspWon! 19 ke --,1, Ampnia L5 Base Rent: $2,472.00 per month ( "Base Rent "), payable on the first day of each month commencing on November 1 2015. (See also Paragraph 4 and Exhibit 1) There are provisions m this Lease for the Base Rent to be adjusted. See Exhibit "I ". 1.7 total eatabl a ea of the buildings in ih °c czxoypzfib ent °cr available for use as determined by Lessor from can'�cv- irme -vira B : "tern 1.asis ... wjeet to the r g! Lessor may reason al Ei3 .», . ,,., ... ide the Shopping Center into subareas for the urpescofallocating- Common- Tithe event that that s__e eo.ha Prsanses an d-lor Ib A 3eppn1g.S6nter arm -inPa during the t,....,, a fthi„ Lease, ass r ess ,.. shal VAP.PlellWe 3L8 V V V V A4ere# ants Assoeiatl .... «... l T...as. $ r er year mere�a �s�Assoeiution Duae" " mar 14erslnas }tsssssiation�n€s and or # s pro-v siox� az Morehants— Assoeiation -AddondG+tu-,-if- an3<attashed hereto, 1.9 Base Rent and Other Monies Paid Upon Execution: (a) Base Real: $2,472.00.00 for November I — 30, 2015 Security Deposit: $.00 ( "Security Deposit "). (See also Paragraph 5) (a) Other! $ far (f) Total Due Upon Execution of this Lease: $2,472.00 1.10 Agreed Use: Police substation and for no other use without Lessor's prior written consent, which may be granted or withhold at Lessor's sole discretion and subject to die use restrictions attached Exhibit "H ". (See also Paragraph 6) 1.11 Agreed Trade Name: Santa Ana Police Substation, (See also Paragraph 6) 1.12 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8) 1.13 Real Estate Brokers: (See also Paragraph 15 and 25) (a) Representation: The following real estate broker (the "Broker ") and brokerage relationships exist in this transaction (check applicable boxes): X _Williams Real Estate Management Inc represents Lessor, 25F -3 (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Broker for the brokerage services rendered by the Broker the fee agreed to in the attached.- separate written agreement OP if a as ^•�eh-agreement4s r L�:- � .�rartteed by ( "GurGino 1.15 Attachments. Attached hereto are the following, all of which constitute a part of this Lease; N/A an addendum • a site plan marked Exhibit A, depicting the Premises and Shopping Center; • a current set of the Sign Criteria for the Shopping Center marked Exhibit "B'; NA a work letter marked Exhibit "C"; NA a Guaranty of Lease marked Exhibit "D" X a Lessee Memorandum of Lease Term Commencement marked Exhibit "E" X an Estoppel Certificate marked Exhibit "F" X a current set of Rules and Regulations for the Shopping Center marked Exhibit "G'; X other (specify); a list of Exclusive Uses. marked Exhibit "IT', 2. Premises. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. 2.2 Condition. Lessor shall deliver the Premises to Lessee in their "as -is, where -is, with all faults and defects soHditior:in� systems � G� .....g ” .,es- :€'� ^y; and all rsi�n:a. -tea" y Lessee, shall " "tea a nt th °^ ^•... „1 °io»....., ,.f «1,0 _„of',- bearing walls e.: a foundation -of the P- rvmis"al"ofred..F ^^ 1FC 1. ^.,,. with h..,.r.,,n «� max- tenon- ear..^ asfs��or- i€one�� 2, vmi,; 'rFia"'C- .�b0asel- warrants that -to its - lamiebn°•t..�tt.. nts on the D «aHll$e9- &}id- t�€- �BnllAOfl -AEea9 eHg�, ^ath the biaildiag-Oodos that effect at the time 01-M ease Bush impr.. erne ♦ or.,91 inn dlereof,� l6tBd� -riH$ were also a'd- appleaal laws, regulations, nanem in, effiet..f a «z t ire lt,A 1' 'PE'r PC�'PP�O1O Rref}HwFF10Hi° , Saildwdaxrafib, does R6t app Y te the use to which Lessee will p it the Premises, be requirea �nlra^8�&t mot or any similar ° °, use (see D. y .,h-9 Uti1:«. lastallat4ei« (ene4ned in Paragraph /nIessee solely 'spoo.n.,° v: N ' sing 'Aleth F of et-&A Applicable Re ,t,. ^d ., all, o,.. .. ^«,, fEr ' 0 ages , t«t. ^« past ..rve ..F .l,e Dre«.,:..p .... a he ^1 .,..ved if w n.. ^. «:...... ,1.. a past ___ __ ._._ _ __'__ _.__, n0 10.sa w vv zm xavo v H9t e" P,l'1" idea promptly ^R° ,.F. written ^ a„„, r_.. veu: c ..fir,, , .. h ,. �:seie nature ^d "t € : ^�t-e o'smla 11e ee4- the s t Le ep's .. does net g m r ^ '- th-this REMI ..��., np..w. ...., ...,..._ .,. _.,,... „ c:rc ,.... l�bessea - sva Ey w Eh H S months r. n c6alti lAate eery@ ee- lxtlr1^ the ebligati°« Of T- Asse °o a cvs"oc" Be"....1, 61+6h work as followa� (a } -8t b €eE to Paragraph 2 3(c� barn if such Capital c., andilare a ." ". a raault e£ tk e spesife ue® Of th® promi9 eq by lness@@ as Geffivased wi .t -BOB by Lessees e„ in general, Loss ,.1,,,111..° full .,ponsible fe; the ......« thereof (b).�'s"f s._ hh r" +,,,*,,,1 Expenditure , the .... "•..ik-dl -4he ape ^�r"m°Hiifi °v" 1• r° (such govemanentagy not, thew, Lessor «h „11 f[-Yr suo1 C a.p3ta�r�p8>3dtiHEO-Rnd r ^ ..l.,,n ...,1. 1,e ..1, ®d-t6- pad -ea£h f F the the term of Fl.:r Ttl.:., r e ^re .. n tlusree f r. A that . h: ^1. the Base Dent is A..e #H6nth- d�tlf}ti�10- FOH3EEtHd6Fe won vrm�rax arfl9tiHt -egu "1 t„ t IY �ti..,F tlie-pe.t -.1$ . h ^"`" ---- st'triliU'cab?9iv"ott.e 25F -4 but • ay prepay its abligat. a at any time, rF be866i�raa9enRu' n _ =- is : «va a _ ..� «u - last .1 years _ r this Lease _ ° «u_ i is aR, a- Isa- mieall feasible to p , its � eee� ptian `o tera�it this Lea tea ® a nle °s r. Lessee notifies Lesser, in vp2i «u�^ ' �,€tat�re�pt- e€�ssser's termination notice that Lessee will pc y --a- tF.r�G^. 404 E pefidiiture. (cam hdetwrth t nding tl e bas she pravisien c sedi areg Avg, intanded u u voluntary, unexpooted, and now n plieable Requirements, ur -tliek as are instead tAggsmd by Lessee � as a result c___ aetflal ev proposed shange :,, ha e .itonsite ,.a. ,.r- ino4ifiieat�ken-te- =m--- --re� in that avenE— Lessee sba'll either; —(-i -) a: «er. .u' .u, oa into f, d/erahe eaeli e%13eF ekepe as may r9E1lttrernefl%f^" "•, ^'' n.,..•«..r c.,.,o «a•.. «o or r.:s~,.,..,Ticto such n...•..r v._eaditw4- a�4ta -ov1 tight- tie- terminate�hiS Leas®: oocalsaaey of the Promise (d) it is Hot Fely4fig 613 any representation as to «u y Brekore or Lesser-, and (a) eti�r- tltaa- asset- fetth- #agents, nor , efs have made era! or ti fie, . ., a' __�rospoott saidmatters 2.5 Lessee as Prior Owner /Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 2.6 Vehicle Parking. Lessee shall not use and shall not permit its employees to use any parking spaces in the Shopping Center except for parking by vehicles that are no larger than full-size passenger automobiles or pick -up trucks, herein called "Permitted Size Vehicles." Lessee shall permit its employees to only occupy those parking spaces, if any, as depicted as employee parking spaces on the Shopping Center site plan. Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition: (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities; (b) Lessee shall not service or store any vehicles in the Common Areas; and (e) if Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Shopping Center and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the general non - exclusive use of Lessor, Lessee and other Lessees of the Shopping Center and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non- exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or tinder the terms of any riles and regulations or restrictions governing the use of the Shopping Center. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas, nor to display merchandise or conduct sales in the Common Areas. Any such storage, display or sales shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, as exercised in Lessor's sole discretion, which consent may be revoked at any time. In the event that any unauthorized storage or displays shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it. may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lesser, 2,9 Common Areas - Rides and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ( "Rules and Regulations ") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or Lessees of the Building and the Shopping Center and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non - compliance with said Rules and Regulations by other Lessees of the Shopping Center, 2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time: 25F -5 (a) To make changes or additions to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, elevations, landscaped areas, signage, walkways and utility raceways; (b) To use and close temporarily any of the Common Areas for the purpose of maintaining, repairing and altering the Shopping Center, so long as reasonable access to the Premises remains available, and to close temporarily any of the Common Areas to whatever extent is required in the opinion of Lessor's counsel to prevent a dedication of or the accrual of any rights of any persons or of the public to any of the Common Areas; (c) To designate other land outside the boundaries of the Shopping Center to be a part of the Common Areas or to be entitled to use the Common Areas on a reciprocal basis; (d) To add additional buildings and improvements to the Common Areas; and (e) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Shopping Center as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 2,11 Common Areas - Promotional Events; Sidewalk Sales. Lessor reserves the right, from time to time, in Lessor's sole discretion, to utilize portions of the Common Areas for promotional events, which may include, but shall not be limited to, entertainment. Lessor further reserves the right, in Lessor's sole discretion, to permit any one or more Lessees of the Shopping Center to conduct the display and/or sale of merchandise from the sidewalks immediately adjacent to such Lessees' respective premises, 2.12 Common Areas - Remodeling. At any time during the Term, Lessor may remodel or expand, in any manner, the existing Shopping Center, which work may include, without limitation, the addition of shops and/or new buildings to the Shopping Center (collectively, "Remodeled Center "). If Lessor deems it necessary for construction personnel to enter the Premises in order to construct the Remodeled. Center, Lessor shall give Lessee no less than 30 days prior notice and Lessee shall allow such entry. Lessor shall use reasonable efforts to complete any work affecting the Premises in an efficient manner so as not to interfere unreasonably with Lessee's business. Lessee shall not be entitled to any damages for any inconvenience or any disruption to Lessee's business caused by such work, provided, however, the Base Rent paid by Lessee for the period of the inconvenience shall be abated in proportion to the degree that Lessee's use of the Premises is impaired as reasonably determined by Lessor. 3. Term. 11 Term. The Commencement Date, Expiration Date and Original Term of this Lease arc as specified in Paragraph 1.3. 3.2 E,..` Possess I'll, ny provision hero.i�.Rng —Lasso 8,rly ".A.' .',�,.,1 . .4-hv ire ...., as being available F... ., .,.1z�..eA.. prior to 41. n.. m Date. n ..F I;aF1.ihPDB50SSiOn ,. „1,ou . «.. ..,...4.n;, e right n,. ee6n 4 Promises. TF an L'.,.-1. Pn6seasicm T\, eafss 'ffeE� iii Pa.,..,.aph 1 A L... ,. ,,,.n..n.,.... p. Y 6ruP.�r -a--r, -u�o ..1 1..,. e ,..,..o�., !.. ♦4o D�o.»;..o.. F b..�.. �., :.... T\..4 C Purposes „ «o.,.,..: «.... «d R.,t.. « :., :.... ncn a• ,•1�ayszx�mcv�ana- c�- uvcrr4...1 T o ."ia1141. u ........vv ........ ............v .... v. ttxli^)xaFl�n�ty” of RmaRr'ii . . t 33Lr n% d- te- nHi4t tloPays•i...\ .4.11 be :. oF.! A,.: «....6 «o.�d -meptu aA Lo..o,," eb!" a on-t. «u7 T a.�wol� shape of fin �mvnMv[�v . shall only be in effect f 10FA has - openePop business in the nremisas- prior -te- the -Go ns�nt Date, Any such Farly Pea a- sh:}ll- not- affeet the Ba e, 3913 Delay in nPe,° ^esslon. Lessor agrees to u commercially . of the 12rao se 4 reachedb®tween- Lesser-- anckbsss ©a;-in ittng 3,4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee oomplies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. 25F -6 4, Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ( "Rent'). 4.2 Donnaen A =e t AgewaittE Lana, esessee all g ^a �« ate^ the 4eln he:° addition. Pa .ter-. .. ... .... •... ... WO 9. "W. .ssskerwesrr -=r.�k anWor any other space oosupied by a Lessee. (ii) The oest of watef, gas, electricity and telephone to qer,ioe dip Gemmea Amas and finy titilities 14 A dared. � (ii3 Txai,^ ,.,,�4 of trash disposal, pot.,., «« «.,1 ,°avcs48BFri pYepBFEy- k}�Hftg01$9Ykt- 5..e't'd n0 easts of ally em'ifamnemal sm, (i� }�Fc set aside f equipment, maintenance, z a.d- replasemen� e€ 6emrnon- t�reas: M ; <eal Prepperty TwEes (as defined in-Paragraph lt). (A) The - aest(e€ihe- pram { -HIS for the,1is�waacc��y�u�.��t /+.,« A.,« A «...... ( �iiJ�)--- �Ay�lita. s— aseownt ° «t�..�ar�a,- aEt- '`ro. ° °-�- arm,. -J ^gists- related- ke -C-ke- ape- ratisrrof- the�ieppitkg Genter -, -. :« the dropping como.= ^r-to -the, -open tat repai atd nastenansethere ^P° °mated ontre' uGh- preknseser�uflcling F�daa�= -ate ^yam, =nzon - Area- Opcsratrpensos- and Real Prepepty not spea&-a4y- am-takaketo- aet3`proa�iseser building tt e „ a shall be o „ Jtabl allw e ,., r o...,,... ..n t,.,;ta: or t4 oFera6iau�opalt= and- rnairttettanee- theses z�- �a�t�gs-- irt-th itzg. Center. (a) The irolusion of the - d-Es &-fir�-ebligaNea upon Inessef to amef hawe said impFov�entq or fkilit;os or to ProNrido those sen4ees ealess the Shop Gofnef al+eady has the same, Lesser alteady provides the services, or Lessor has agreed elsewh- Lome to «reed,, the same a same of!t4lsa (d) on kly en fi® soar a day-as t io -Raae leek s dxe l: °� ^...,a ^..'`',, ^-•- ^awe€- sttsipa3siiertts- shol] -b' of the 11MI Comman 4ven eraktng- Ic}iexsos:Witi #a lss than e °"eo-'s Share Lessee shall pay +0 Lessor the a nt�€ihe d�thir l0 days a €terdrl}ver�b. Lessor �f tln ^' annual re., neil:..tiefl statement- ( €)-- zTf;hare- ar- e- ons -or- more - Major- L- essees-{ as- hoteina€ t© r- deirned )- sviEhiaa- thaShopping- trenLor; lhenrttt- T.,essor's -sole optio,, ,mount- Eo -be- reimbursed ty sixeh- Majo- Losseas te- Lesser f erkan o-t =t #o-C � �°�9petattig- L3xpensas wmiuded from the rentable area of the Common Area Operating 25F -7 ponsos fBe EhesB ep ^:r^ : - " ithsta'n l ng Eke pcxceniag�s ®Uforll. m Paragraph 1.7. A rBhr he to^ "n om ee !is!! n ea^ 'Tie " " " "'easeRg a least3;000 square feet o f ,male area wi h ;tl e "� eppaag 6enier 4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the terns hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. hr the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25.00 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs. - S. a ^,.....rF rn shall with o^ ...,,., o �6uti9n -z e..e,.r the co,.. sty no.,,.^:« a.. Lessee's faithful rformance, €i,, obligations inner this r ,. «I.o....:,.., „ . ader this-s = „T Lease, T esse may use, apply- or- retahtr 9'lfln3ny-perEi - ^F 8W4eoJ'-n^vposit€,r -d' ° :ry ...otni. •'I..,.ady due Lessor, for Roots whieI, wall- be- � -o, a ^s dV of to reimbtrrae- Br- eetapen ^ ^•° Lessor for an), liability,&xpens.,, less or damage or :..,.. by reason tliereog. if r.,n ,... .....,t:o., ,.n ................n:,.,, ,.stl,�ce�. •... rr sit, Losses shall to a.,.., . fler...«:torn request °"°F,.' aaBpB6tE - kH..m..a- viral' FFmoicxx.- �v- .voEBrFr9aid 6 n�^^”' «zrtme— f�•irci- amenal-fa fired L. this Lease. if «t,o upon Base -- Rent- in�e��,- rr.�tnia -L- ease - l=ease® -s ;wr.- iEEen-- rBgt:tost- €ram -L °- -'-o'ni®s�tiEk Loasetr -so t., «I,�tvtRS ^1nv. dart- e&th'e se•.•.•: •. Tiepos; shalt .. all- t:.,,^^ tear tho- -si ......orEioiv- fo-�no norBafi@•t n.,,� nvn„va vin- a�-aro• ., «I,,. initial Security pep ere E- ,mss.-thoAgreed-Usp he ....._... ... ................._ _ ..._._.._. _.._..e_ ... _ business ef�esses -or tom lessee or assignee, Lessor shall have "e- right- to-lncnase- e esurity isstt to the oxtout- neeossia ' m, Lessor's reasonable judgment, to ..,.•.......t far any : « ^rea5ad •••ea od «..^,. drat the pro«.:. may, s. Fs,1t thereof ^.,ate rial reduedefi in «t a essee. Lesser shall rot be rir '\ir't' -� z0, j ay Rae ;air .. u ...u.. tiu: ef-this 'L-easo,-LWS OF- °t ^11 tt ^' 014011 -o€-tk ® ^�,.'^ a ^••I: d Lesser. No part of the e^ °: ➢© esitskall -be considered to be hold har a', - ar -a ^:°^ to be paid by �T ,... g^u ..e- tHidet- tkkis- L-easo- 6. Use. 6.1 (a) Agreed Use; Agreed Trade Name. Lessee shall use and occupy the Premises only for the Agreed Use, and for no other use or purpose without Lessor's prior written consent, and Lessee shall operate at the Premises only under the Agreed Trade Name and under no other trade name without Lessor's prior written consent. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring promises or properties. Other than guide, signal and seeing -eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles, Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, or to the Agreed Trade Name. If Lessor elects to withhold consent, Lessor shall within 14 days after such request give written notification of sane, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use and/or Agreed Trade Name, (b) Continuous Operation. Lessee shall continuously (i) operate and conduct the Agreed Use under the Agreed Trade Name within the entire Premises in a reputable manner and in conformity with industry standards of practice prevailing in the field of business sanong eaurahimas , ^ it Eke sans- business In .t sib . .Rt: 1.,,.o,.. the pporsises a Lou v ^.io ..t ..•l...iCtt tl t'4nB]Go 'pa raad6f_ia(:.s ) 61- P+omi with D«. e with so as to maximize Gvege-S" s' °Lessee shall °p the liters ••1. e n F r bus . A...,,, fl mnn ..•«,_t. o �at.,rda 4ram fl 00 ^ ran to 6iQ0 p.a., -ead Sunda), from 10:00 (c) Violations of Exclusive Use Rights. Lessee acknowledges that Lessor may grant, or may have previously granted, exclusive use rights to other Lessees of the Shopping Center and agrees that a material consideration to Lessor in entering into this Lease is Lessee's covenant to limit its use of the Premises to the Agreed Use under the Agreed Trade Name as set forth above. Lessee's violation of exclusive use rights granted to other Lessees of the Shopping Center will result in Lessor suffering irreparable harm and, therefore, in addition to all other rights and remedies available to Lessor, Lessor may seek to enjoin Lessee's breach of such covenant and Lessee shall be liable for any damages incurred or sustained by Lessor to such other Lessees whose exclusive use rights are breached by Lessee. In no event shall Lessor be liable to Lessee for any failure of any other Lessees of the Shopping Center to operate their businesses, or for any loss or damage that may be occasioned by or through the acts or omissions of other Lessees or third panties, (d) Other Tenancies. Lessor reserves the absolute right to establish procedures to control other tenancies in the Shopping Center. Regardless of whether any specific Lessees are shown on any site plan attached hereto, Lessee does not rely on 25F -8 [hat fact, nor does Lessor represent that any specific Lessee or number or type of Lessees shall or shall not during the Term occupy any portion of the Shopping Center, nor does Lessee rely on any other Lessee operating its business in the Shopping Center at any particular time or times. Further, no conduct by any Lessee, subLessee or other occupant of, or any customer of, or any supplier to or use of any portion of the Shopping Center shall constitute an eviction, constructive or otherwise, of Lessee from the Premises, and Lessee hereby waives any and all claims that it might otherwise have against Lessor by reason thereof 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either; (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and /or crude oil or any products, by- products or fractions thereof, Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be fled with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, 'injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. if Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under- or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and /or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and /or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Shopping Center not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or die environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which are suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence, or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediation. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee taking possession, unless such remediation measure is required as a result of Lessee's use of the Premises (including "Alterations ", as defined in paragraph 7,3(a) below), in which event Lessee shall be responsible for such payment. Lessee 25F -9 shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and romediation thereof required by the Applicable .Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights tinder Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a tennina don notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such connnitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available, If Lessee does not give such notice and provide the required hands or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, filly, diligently and in a timely manner, comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (u) any mustiness or other odors that might indicate the presence of mold in the Premises. 6A Inspection; Compliance, Lessor and Lessor's "Lender" (as defined in Paragraph 29) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or be immincuL In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor. 7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations. 7.1 Lessee's Obligations. (a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sale expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not file portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, prossi re vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.l(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises; (i) HVAC equipment, (ii) boiler and pressure vessels, and (iii) clarifiers and grease interceptors, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof, (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall 25F -10 be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to the cost thereof (d) Replacement, Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8,7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) camiot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item may be, replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e. 1 /144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time 7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), and- subjes6-to e,valsume rnent asu°^« to h 4_2- Lessor shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, �� the s emi « m..o : _r _--man AreR Operating Expea"Wsus-, a n n Lessor shall not be obligated to paint the interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises all of which shall be performed by Lessee at Lessee's sole expense, Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations; Trade Fixtures; Alterations, (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and /or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises, The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and /or Utility Installations" are defined as Alterations and /or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non- strucnu'al Alterations and Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible f:om the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and /or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and /or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) fiurishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner, Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as -built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor nuty condition its consent, upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been famished, to or for Lessee at or for use on the Premises, which claims are or may be scented by any mechanic's or materiahnan's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days' notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non - responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership, Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises, Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless 25F -11 otherwise instructed per Paragraph. 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in goad operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee Owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Promises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises), even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of 26 below. 8. Insurance; Indemnity. 8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 83(b), shall be a Common Area Operating Expense. erieds 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance or proof of self-insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an amoral aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured- Managers or Lessors of Premises" Endorsement. The policy shall not contain any infra- insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only, (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground - lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof, Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the fall Rent for one year with an extended period of indemnity for an to 25F -12 additional 180 days ( "Rental Value Insurance "). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Shopping Center if said increase is caused by Lessee's acts, omissions, use or 000upaney e°f e P- ..."i -- 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations, Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) BRSIDOSS 1WOF-SAptiGHL Lessee shall obtain and maintain less of heame and @i9fa—experso inaurarr se to afoot =ts- ens=.;:?_- inatrsed- against by- pmdoa" lessees In =pr�• ' « ": •ti- -a,•F . ) the D-- raises as a « result F�SsuT,..alt p aFils_ (0) Worker's Compensation insurance Lessee shall obtain and y9H9aifl6(1 I}rgit}ei388- lit ccppl.cume - Requirements. Such r^poao y shall in6lude a Waiver ei -r ck'9%'O$4ifiOn= @JsdE)fS@M@m. Les . . asset n. opy er sueh endorsement ..long with the sertif4sate ,.,f inqufanee ey «p3 ...f —tkte policy (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease. 8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders Rating" of at least A- VII, as set forth in the most current issue of "Best's Insurance Guide ", or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. if either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, property manager, partners and Lenders, from and against any and all claims, loss of rents and/or damages, lions, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indenmified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinlders, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Promises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other Lessee of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Shopping Center, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of Paragraph 8. I 25F -13 9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction and /or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 83(a), irrespective of any deductible amounts or coverage limits involved,. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) " Iazardous Substance Condition" shall mean the occurrence or discovery of a rendition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises or Common Areas which requires restoration, - 9.2 Partial Damage - Insured Loss, If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in frill force and effect. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to affect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full Replacement Cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written.notice of such shortage and request therefor. If Lessor receives said finds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage - Uninsured Loss. If a Promises Partial Damage that is not an Insured Loss occurs, unless caused by a grossly negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after malting such commitment. N such event this Lease shall continue in Rill force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required finds are made available to Lessor. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction, If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any time during the last 12 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective as of the date of occurrence of such damage by giving a written termination notice to Lessee within 90 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease and the damage is an Insured Loss, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (at adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such L2 25F -14 option expires. If Lessee duly exercises such option during such period and provides Lessor with Rinds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, or if the damage is not an Insured Loss, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished. 9.6 Damage to Shopping Center. In the event of any damage or destruction to other portions of the Building or to any other buildings in the Shopping Center, whether insured or uninsured (and whether or not there is also damage or destruction to the Premises), which cannot reasonably be repaired in 12 months or less from the date of the damage or destruction, Lessor may either (i) repair such damage or destruction as soon as reasonably possible without expense to Lessee, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 90 days after receipt by Lessor of knowledge of the occurrence of such damage or destruction. Such termination shall be effective 60 days following the date of such notice. 9.7 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Base Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds actually received by Lessor from the Rental Value Insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b) Termination; Advance Payments, Upon termination of this Lease pursuant to Paragraph 6,2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Properly Taxes" shall Include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Shopping Center, Lessor's right to other income therefrom, and /or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Shopping Center address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Shopping Center is located. The terns "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Shopping Center, (ii) a change in the improvements thereon, and /or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. 10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Shopping Center, and said payments shall be included in the. oa-lei-dation 4 GBaiffiev Area Operating Expens ..rPar app 4—.1-. 10.3 Additional Improvements, Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessoe's request, or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties. Lsoir�' Assessment. lf'he Building .. «..t„L.....,.esseA Real Property Taxes alL� ^t° to he shall b ` 10.4 «6 I - Building — e a and : evemante it sl���a� ° e �ax.�,a;:pt A p „� preport on to be —deter t mad b} Lessor fro tk�r�spestive vaI aa4ions assigned n fl e assessor s werlclsoeta or auektellkei iaf-b-maHex as- may- be-reasonably ava lab ereo€ rgood faitk slbaeeneh[sive 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real properly, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. [it] 25F -15 11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash-dispesal and other utilities and services supplied to the Premises, together with any taxes thereon. Fa' o elite.: any suchut'.l E s -aud or sory sesara ne�segaaateLy mctated ess�P:n ^." —.� -�.� �^ '^ e :ero-iheroo-Lin•- aoeotdatsse y.it!rPa =a,gsap h 4 -- NeY�vithstanding thew. I -:^`^ of Parftgffiplt 4.2i if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times per month that it is emptied, then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs, There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment "), license or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions by way of merger, sale, acquisition, financing, transfer, leveraged buy -out or otherwise, which results or will result in a reduction of the Not Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (including any guarantors) established under generally accepted accounting principles, - (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(c), or a non - curable Breach without fire necessity of any notice and grace period, If Lessor elects to treat such unapproved assignment or subletting as a non- curable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, all fixed and non -fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i.e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute a consent to ally subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's detormination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Promises, if any, together with a fee of $1,000.00 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and /or documentation as may be reasonably requested. (See also Paragraph 35) 14 25F -16 (i) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessors consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. 12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed to be included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee, Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. 13. Default; Breach; Remedies, 13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to true such Default within any applicable grace period: (a) The vacating or abandonment of the Premises. Lessee shall be deemed to have vacated the Premises if Lessee ceases to continuously operate its business in the Premises for a period of 5 consecutive days. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 5 days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and /or its agents access to the Premises or the corm ussion of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 5 days following written notice to Lessee. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of ear unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 40, (viii) material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default coninues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its care, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i) the malting of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in I I U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of 15 25F -17 substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attaclunem, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination or attempted termination of a Guarantor's liability with respect to this Lease other than in accordance with the express terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor die guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 30 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with die then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in tie exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been eamed at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's Failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of re- letting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any Leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detaner, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required trader Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall rum concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to re -let, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available tinder the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and /or the termination of Lessee's right to possession shall not relieve Lessee from liability tinder any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Promises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for die giving or paying by Lessor to or for Lessee of any cash or over bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions ", shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, subject to the timely, subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 25F -18 134 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender, Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one -time late charge equal to 10% of each such overdue amount or $100, whichever is greater, The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance. 13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The interest ( "Interest ") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 134. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. Under no circumstances shall Lessee have the right to terminate the Lease as a result of Lessor's breach or alleged breach of the Lease. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said care they do not diligently pursue it to completion, then Lessee may upon 30 days prior written notice to Lessor, elect to care said breach at Lessee's expense, and should Lessor fail or refuse to reimburse Lessee for the actual, itemized, third -party cost of such cure within 30 days following Lessor's receipt of Lessee's itemized invoice for same, Lessee may offset from Base Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one mouth's Base Rent or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such offset. 14. Condemnation. If the Promises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation "), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Premises is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 20 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 20 days after the condemning authority shall have taken possession) terminate this Lease as 'of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with die foregoing, this Lease shall remain in fiill force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction Rentable Area of the Premises caused by such Condemnation. Condemnation awards and /or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemner for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation to the extent of the Condemnation Award actually received by Lessor, if any. 15. Brokerage, 15,1 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other barmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' Rees reasonably incurred with respect thereto. 16. Estoppel Certificates, 17 25F -19 (a) Lessee (as "Responding Party ") shall within 10 days after written notice from Lessor (the "Requesting Party ") execute, acknowledge and deliver to the Requesting Party an estoppel statement or certificate in writing in the form designated by Lessor (or Lessor's Leader or purchaser), plus such additional information, confirmation and /or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as maybe represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) not more than one months rent has been paid in advance. Prospective purchasers and encumbrances may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should. Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within LO days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be. reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years, All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and /or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 1s. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22, No Prior or Other Agreements, This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of die Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. is 25F -20 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH TIES LEASE. 25, No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent and Percentage Rent Rate shall be increased to 150% of the Base Rent and Percentage Rent Rate applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 26. Cumulative Remedies, No remedy or election hereunder shall be deemed exclusive but shall., wherever possible, be cumulative with all other remedies at law or in equity. 27. Construction of Agreement. In construing this Lease, all headings mid titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa, This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 28. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. 29. Subordination; Attornment; Non,Disturbance. 29.1 Subordination, This Lease shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device "), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender ") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease shall be deemed prior to such Security Device, notwithstanding the relative . dates of the documentation or recordation thereof. 29.2 Attornment. Indic event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non - disturbance provisions of Paragraph 29.3, attom to Stich new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such now owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 29.3 Non - Disturbance, With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee shall execute and deliver to Lessor a commercially reasonable non - disturbance agreement (a "Non- Disturbance Agreement ") from the Lender which Non - Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any IV] 25F -21 options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Promises. Within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non - Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non - Disturbance Agreement within said 60 days, then Lessee may, at Lessoe's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 29.4 Self-Executing. The agreements contained in this Paragraph 29 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non - Disturbance Agreement provided for herein. 30. Attorneys' fees, If any Party brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall mean a Party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, ,judgment, or the abandonment by the other Party of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to £idly reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal. action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 31. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purcbasers, lenders, or Lessees, and malchng such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 32. Auctions, Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent, which consent shall be granted or denied at Lessor's sole discretion. 33. Signs. Lessor may place on the Premises ordinary "For Lease" signs during the last 6 months of the term hereof. All signs must comply with all Applicable Requirements. Lessee shall not place, construct, or maintain on the glass panes or supports of the show windows of the Premises, the doors, exterior walls or the roof of the Building, or anywhere else within the Shopping Center outside of the Premises, or on any interior portions of the Premises that are visible from the exterior of the Premises, any signs, advertisements, names, insignia, trademarks, descriptive material or any other items without Lessor's prior written consent, which consent shall be granted or denied at Lessor's sole discretion. Lessor shall designate the size, shape, color, design, and location of all exterior sign(s) to be installed by Lessee, and Lessee shall, at Lessee's sole cost and expense, fabricate, construct and install all such sign(s) in full compliance with Lessor's designation and in accordance with the Sign Criteria for the Shopping Center attached hereto, if any. Lessee agrees to submit plans and specifications for Lessee's sign(s) for Lessor's written approval within 30 days after the fall execution hereof and to install such sign(s) prior to opening for business at the Premises. Lessor, at Lessee's cost, may remove any item placed, constructed or maintained in, upon or about the Premises or Shopping Center which does not comply with this paragraph. Lessee shall have the right to install lettering designating Lessee's business, on both sides of one panel of the pylon signago along Harbor Blvd at Lessee's expense; with Lessor's approval of location, size, style and color, All signs that are permanently attached to the Premises or Building shall become the property of Lessor at the expiration or earlier termination hereof; provided, however, that Lessee shall promptly remove all such signs if Lessor so elects, and Lessee shall promptly repair all damage caused by such removal. Lessee shall not place, construct or maintain in, upon or about the Premises any search lights, flashing lights, loudspealcers, phonographs or other visual or audio media. 34. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 35. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for are other Party, such consent shall not be unreasonably withheld or delayed. In those express instances where consent is within the 20 25F -22 sole discretion of a party, the party shall have no obligation to adhere to a standard of reasonableness. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then - existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. 36. Guarantor. 36.1 Execution. The Guarantors, if any, shalt each execute a guaranty of lease in the form prescribed by Lessor. 36.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect, 37. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 38. Options. If Lessee is granted any Option, as defined below, then the following provisions shall apply. 38.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; and (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; 38.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting, 38.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 38.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (1) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, doing the Tenn of the Lease. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Section 38.4(x). 39. Security Measures. Lessee hereby aclmowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. While Lessor does not assume any responsibility to provide any security measures or any liability for failure to provide security measures or for any inadequacy thereof, Lessor shall have the authority to institute or continue such security measures as Lessor in its sole discretion deems necessary or appropriate from time to time, the cost and expenses of which shall be considered Common Area Operating Expenses. 40. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps az'rd restrictions, and (iii) to create and /or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights, 41. Building Planning, Lessor shall have the right at any time or times, upon giving Lessee not less than 60 days prior written notice, to provide and furnish Lessee with space of comparable visibility located elsewhere within any of the buildings within the zt 25F -23 Shopping Center and to move Lessee into such new space, provided that the usable area of such now space is not less than the usable area of the Premises and provided that all of Lessee's reasonable out -of- pocket moving expenses (including but not limited to the cost of moving Lessee's personal property, the cost of reprinting Lessee's stationery or other business materials with the now address, and the cost to relocate and reinstall Lessee improvements and Lessee's telecommunications and computer equipment) shall be paid by Lessor, and provided further that Lessor shall construct at Lessor's expense such improvements to such new space as shall be necessary to place it in a condition that is substantially comparable to the Premises. Except as provided in the immediately preceding sentence, Lessor shall have no obligation to improve such space or pay any other expenses incurred by Lessee as a result of such toleration. On such relocation, the terms and conditions of this Lease shall remain in full force and effect, including but not limited to the Base Rent payable hereunder and Lessee's Share (even if the usable area of such relocated Premises is in excess of the usable area of the Premises), except that the Premises shall be in such new location, Upon Lessor's request, the Parties shall execute an amendment to this Lease in form required by Lessor confirming the relocation of the Premises to such now location. If the new space does not meet with Lessee's approval, which approval Lessee shall give or withhold in accordance with Paragraph 35, Lessee shall have the right to cancel this Lease by giving Lessor written notice thereof within 15 days of receipt of Lessor's notification of its intent to relocate Lessee. Lessee's failure to give such notice within such 15 day period shall be deemed Lessee's approval of tine new space. If timely notice is given by Lessee, then this Lease shall terminate unless Lessor rescinds Lessor's prior notice of its intent to relocate Lessee within 10 days after Lessor's receipt of Lessee's notice of cancellation. 42. Authority; Multiple Partles; Execution. (a) If either Parry hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days alley request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee ", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to (iris Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees bad executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 43. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 44. Offer. Preparation of this Lease by either Party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 45. Amendments. This Lease may be modified only in writing, signed by the Patties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non - monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises, 46. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties arising out of this Lease is not attached to this Lease, 47. Accessibility; Americans with Disabilities Act. (a) The Premises: have not undergone an inspection by a Certified Access Specialist (CASp)• �7– has+- ttndorgene -an uaepoetien y a Sertiftodflsscss Sri six- ,' -sp) , „a •.... .ia «o e the Tenses met all appl�able�enstrustiorrrelated i t .. ..nc . aiati:vil Code 5S.54 —ek (b) Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not die Premises comply with ADA or any similar legislation. In the event that Lessee's specific use of the Premises and /or Lessee's Work or improvements to the Premises requires any modifications, alterations or additions to the Premises in order to comply with the Accessibility Laws, such work shall be performed by Lessee at Lessee's sole cost and expense. Subject to the terms of this Lease, Lessee shall indemnify, defend, hold harmless and reimburse Lessor from and against any and all claims, actions, causes of action, damages, demands, liabilities, obligations, losses or expenses (specifically including, but not limited to reasonable attorneys' fees, court costs, and expert witness fees), proceedings, suits, debts, or any claimed indebtedness alleged against Lessor, its agents and assigns, arising out of or in counection with, in whole or in part, directly or indirectly (i) any use by Lessee of the Premises which is not in compliance with the Accessibility Laws, (ii) Lessee's 22 25F -24 failure to maintain the Premises in compliance with the Accessibility Laws, and/or (iii) Lessee's Work or Improvements to the Premises which are not in compliance with the Accessibility Laws. 48. Soldiers and Sailors Civil Relief Act (SSCRA). Lessee hereby certifies that he /she, individually, or any member or officer of the Lessee Corporation, Partnership, LLC or any other Organization is not currently an active member of any Branch or in the Reserve of any Branch of the Armed Forces of the United States of America, and. Further waives all of his/her /their rights to and under The Soldiers and Sailors Civil Relief Act (SSCRA), LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO, THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LESSOR Rio Vista West, LLC, a California Limited Liability By: Name Printed: Richard P. Kelter Title: Member Address: c/o WREM 3146 Red Hill Ave., Suite 150 Costa Mesa, CA 92626 Telephone: (714) 427 -5977 Facsimile: (714) 427 -5922 Email: Icathy@wrem.com wrem.com Email: Federal ID No. 33 -0777028 ATTEST: MARIA HUIZAR Cleric of the Council APPROVED AS TO FORM: SON.IAR. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney LESSEE Santa Ana Police Department A division of the City of Santa Ana, a municipal corporation Name Printed: David Cavazos Title: City Manager Address: 20 Civic Center Plaza, 8 °1 Floor Santa Ana, Ca. 92701 Telephone: (714) 647-5200 Facsimile; L_) Email: dcavttzos a sttnta- ana.org Email; Federal ID No. 23 25F -25 Exhibit "A" Site Platt 24 25F -26 ---------- "H-l" 25F-27 1 E3LVD Exhibit "B" Sign Criteria 25 25F -28 'E m M exhibit • vw a w x A r � 1 ^y p��y+ ,;,5 � � � "S E Mg � 7{ � P •" 4 �'• i .uJ 7r! •� ,n,f� . a l i i I 25F -29 I { T� i tA1 � s" mis r, i { f I' 4 to (`y a yi} y i' I t f j`i9n4 $ l 6 r r3 f p A'R -.n x e�J f aj 25F -30 ,ti i E'Yr l� 1. �w 25F -31 w �c z e1! +yid fw�2 I 2 �i HE a I ci A nn_µ .Tr ro } M W `w` m w ,m a� }� }� (� 7/ ;o f� J(f g -'' ©25F -322« RUOP L\ m fk (\ ° 2 ^z. <� d ? -'' ©25F -322« RUOP L\ m -'' ©25F -322« �F *MV wS �3 n! M V+ u 25F -33 W Z' At 4! A r� w MY� M M+ if I N T^ 25F -34 rz . s r,t C" 4 (\ J r4,1 t fin. ^"7 M M, 25F-35 I Z4 C) z 5 25F -37 r 25F -38 4 3� •r t : ?d M'y' w 4F rs . 111. k 25F -39 R v T µ ; 4 � A u • r:. u � � w, r. x u k. to- 9 H , 25F -42 « �A s V 'Afi e•F z� u u r � �s 4 i r 4 �r w ai 25F -43 EXHIBIT "E" MEMORANDUM OF LEASE TERM COMMENCEMENT This Form is prepared by Rio Vista West, LLC ( "Lessor ") and submitted to Santa Ana Police Department ( "Lessee ") per the terms of the Lease dated for Premises at 3750 West McFadden Avenue, Santa Ana, CA. Lessee shall either confirm all information as hue and correct or make the appropriate notations where Lessee disagrees with the information supplied by Lessor. Confirmation of Lease Terms. I. Date of Lease: 2, Date of Delivery of Premises by Lessor: 3. Lease "Penn Commencement Date: 4. Date of Expiration of Initial Lease Term: 5, Options to Renew: 6. Date of Minimum Rent Commencement: 7. Date of Adjustments (CAM) Commencement: S. Total rentable square footage of Premises: 9. Total prepaid Minimum Rent and Adjustments: 10. Total Security Deposit: Lessee Acknowledges: Lessee has inspected the Premises, including without limitation its physical attributes, square footage, frontage and adon, and accepts the Premises in their "As Is" condition as delivered by Lessor, except for the following (if "no exceptions ", enter Lessee acknowledges that the HVAC system, electrical, plumbing and mechanical systems servicing the Premises are in good working order as of the Lease Term Commencement Date, except for the following (if "no exceptions ", enter "NONE "): Lessee has not relied on any statements, promises, inducements, representations or warranties by Lessor nor any agent, broker, employee, manager or contractor of Lessor in executing this Memorandum of Lease Tenn Commencement. Based on its own due diligence and inspection, Lessee acknowledges that the Premises are suitable for Lessee's intended use and that Lessor is not obligated nor rosponsible for any repairs, improvements or other work to be made to the Premises. Acknowledgment of Authority The undersigned executed this Memorandum of Lease Term Commencement on behalf of Lessor and Lessee warrant and represent (hat each is authorized by their respective principals to execute this document on its behalf so that its contents are binding on the parties without any further action, approval, consent or ratification by either party. "Lessor" By: Rio Vista West, LLC, a California Limited Liability Company By: Williams Real Estate Management, Inc._ Managing Agent By: Audrey B. Williams, President EXHIBIT "E„ 33 25F -44 "Lessee" Do Not Sin _ approve for form only Lessor's Initials: Lessee's Initials: EXHIBIT "F" FORM OF LESSEE'S ESTOPPEL CERTIFICATE The undersigned, as Lessee, under that certain Shopping Center Retail Lease dated 20_, made with RIO VISTA NEST LLC, a California limited liability company, as Lessor, hereby certifies as follows: 1. That the undersigned has entered into occupancy of the Premises described in the Lease; 2. That the Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way, except as follows: 3. That the Lease represents the entire agreement between the parties as to the leasing of the Premises: 4. That the Commencement Date of the Lease is 5. That there is an unexpired term under the Lease of ( ) years; 6. That all conditions of the Lease to be performed by Lessor and necessary to the enforceability of the Lease have been satisfied; That there are no defaults by either Lessee or Lessor thereunder; & That no rents have been prepaid, other than as provided. in the Lease; and 9. That on this date there are no existing defenses or offsets which the undersigned has against the enforcement of the Lease by Lessor. The undersigned hereby agrees: To disclaim all right, title or interest in the Premises except the rights granted by the Lease; and 2. To notify the holder of any mortgage affecting the Premises of any default on the part of Lessor which Lessee proposes to care and deduct from rentals, or use as a basis for cancellation of the Lease and hereby grants to any such holder the option to cure said default within a reasonable length of time. Lessee further agrees not to invoke any of its remedies tinder the Lease during any period that any such bolder is proceeding to cure such default with clue diligence, or is tatting steps with due diligence to obtain the legal right to enter the Premises and cure the default. The undersigned hereby acknowledges that is presently the holder of a mortgage affecting the Premises. EXECUTED this day of 20— BY: (Do Not Sign _. for Form only _ ITS: 25F -45 EXIIIBIT "G" RULES AND REGULATIONS Lessor hereby establishes the following rules and regulations for the safety, care and cleanliness of (i) the store areas (hereinafter referred to as the "demised premises ") of any Lessee or Lessees of the Center (hereinafter referred to as the "Lessee "); (ii) the cormnon area; and (iii) the Center in general, or for the preservation of good order: A. FOR THE STORE AREAS: 1. All floor areas of the demised premises (including vestibules, entrances, and air returns), doors, fixtures, windows, and plate glass shall be maintained in a clean, safe and good condition. 2. All trash, refuse, and waste materials shall be stored in adequate containers and regularly removed from the demised premises. These containers shall not be visible to the general public and shall not constitute a health or fire hazard, or a nuisance to any other Lessee. In the event that any Lessee shall fail to remedy such a health or fire hazard, or nuisance, within five (5) days after written notice by Lessor, Lessor may remedy and /or correct such health or fire hazard or nuisance at the expense of the Lessee involved, 3. No portion of the demised premises shall be used for lodging purposes. 4. Neither sidewalks nor walkways shall be used to display, store, or place any merchandise, equipment or devices, except in connection with sidewalk sales held with Lessor's prior written approval. The roof of the demised premises shall not be used for the storage of merchandise or equipment, 5. No public telephone, newsstand, shoeshine stand, refreshment, vending or other coin operated machine shall be installed or placed on the sidewalk or walkway area adjacent to the demised premises or on the Common Areas without Lessor's prior written approval in each instance. 6. No person or persons shall use the demised premises, or any part thereof, for conducting therein a second- hand store, auction, distress or fire sale or bankruptcy sale, or "going- out -of- business" sale or "lost our lease" sale, without Lessor's prior written consent. 7. No portion of the demised premises shall be used for the storage of any merchandise, materials or other properties, other than those reasonably necessary for the operation of a Lessee's business. Lessor may, from time to time, inspect the demised premises to insure compliance with the foregoing provisions. S. Except for professionally prepared signs, Lessee shall not black out or otherwise obstruct the windows of the demised premises, without Lessor's prior written consent. 9. If a Lessee provides its customers with the use of shopping carts and/or baskets, such Lessee shall be responsible for causing said carts and/or baskets to be stored only in areas designated by Lessor. If such Lessee fails to routinely collect and store said carts as necessary (at least twice on a daily basis), Lessor may assume the responsibility of same and may bill the Lessee involved on an estimated monthly basis for such service. B. FOR THE COMMON AREAS: 1. All Lessees and their authorized representatives and invitees shall use any roadway, walkway, or mall (including the enclosed mall, if any) only for ingress and egress from the stores in the Center• Use of the Common Areas shall be in an orderly manner in accordance with directional or other signs or guides. Roadways shall not be used at a speed in excess of ten (10) miles per hour and shall not be used for parking or stopping, except for the immediate loading or unloading of passengers, Walkways and malls (including the enclosed mail, if any) shall be used only for pedestrian travel. 1 All Lessees and their authorized representatives and invitees shall not use the parking areas for anything but parking motor vehicles. All motor vehicles shall be parked in an orderly manner within the painted lines defining the individual parking places. During peals periods of business activity, Lessor can impose any and all controls Lessor deems necessary to operate the parking lot including, but not limited to, the length of time for parking use. 25F -46 3. No person shall use any utility area or truck loading area reserved for use in conducting business, except for the specific purpose for which permission to use these areas has been given. 4. No employee shall use any area for motor vehicle parking except the area specifically designated for employee parking for the particular period of time the use of to be trade. No Lessee shall designate an area for employee parking except the area designated in writing by Lessor. 5. Without the prior written consent of Lessor, no person shall use any of the Common Areas for (i) Vending, peddling or soliciting orders for sale or distributing of any merchandise, device, service, periodical, book, pamphlet, or other matter; (ii) Exhibiting any non - professional sign, placard, banner, notice or other written material or distributing any circular, booklet, handbill, placard, or other material; (iii) Soliciting membership in any organization, group, or association, or soliciting contributions for any purpose or parading, patrolling, picketing, demonstrating, or engaging in conduct that might interfere with the use of the Common Areas or be detrimental to any of the business establishments in the Center; (iv) Using the Common Areas for any purpose when none of the business establishments in the Center are open for business; (v) Discarding any paper, glass, or extraneous matter of any kind, except in designated receptacles; (vi) Using a sound - making device that is grossly annoying or unpleasant to the general public; or (vii) Damaging any sign, light standard, or fixture, landscaping material or other improvement or property within the Center. The above listing of specific prohibitions is not intended to be exclusive, but is intended to indicate the manner in which the right to use the Common Areas solely as a means of access and convenience in shopping at the business establishments in the Center is limited and controlled by Lessor. 25F -47 EYWI$IT "I3" Restricted Uses As of July 2015 1. As a grocery store, food store, market, aib)i market, convenience store, health food store or gourmet market. 2. As a fast food restaurant, with or without, drive -thri facilities. 3. As a shoe store. 4. As a Mexican Fast Food Restaurant. 5. As a store selling cellular telephones, accessories and related supplies. 6. As a business offering "Financial Services ", Financial Services means state and national banks, savings banks, credit unions, savings and loan institutions, mortgage and brokerage companies, and any other entities in the financial services business, as well as the operation of ATM's and financial Drive- thrus. 7. As a business offering money wiring or transfers, money loans, money orders, bill paying or related financial services. 8. As a store specializing in the sale of Vitamins, food supplements or related products. 9. As a Jewelry Store, 10. As a store selling (a) fresh ground and whole coffee beans, (b) express -based and coffee based drinks, (c) tea or tea based drinks, (d) gourmet brand- identified brewed coffee, and (e) blended beverages, including without limitation, those containing the following: coffee, espresso. 25F -48 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE; DONATION AGREEMENT FOR WEEKLY READING PROGRAM, LEYENDO EN FAMILIA, WITH LATINO HEALTH ACCESS (STRATEGIC PLAN NO. 5,4) CITY—MANAAER u RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :^-e• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1®t Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Latino Health Access for a one -time donation amount of $1,000, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042 establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Councilmember Michele Martinez recommends to appropriate $1,000 to Latino Health Access to support their weekly Leyendo En Familia program, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 25G -1 Donation Agreement with Latino Health Access November 17, 2015 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the fiscal year 2015 -16 General Non - Departmental account (01105015- 62300). The $1,000 will be spent from Councilmember Michele Martinez's appropriated amount for FY 2015 -2016. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency �_ _.. Exhibits: 1. Donation Request Form 2. Donation Agreement 25G -2 VA City of Santa Ana Donation Request City Manager's Office — M-31 20 Civic Center Plaza P.O. Box 1986 Santa Ana, CA 9270 (714) 647-5200 (Name: America Bracho mfie: !Chief Executive Officer Address: i450 W. 4th Street, Suite 130 cly, state, zip: ',Santa Ana, CA, 92705 !Phone: 1714-542-7792 Emall: Iamerica@latiiiohealthaccess,org IFax: 1714-542-4853 Name: Bracho Tex - Exempt Status: Is your organization a non-profit or public tax-exempt organization as iselect one: I Yes ❑ No defined under Sector 501 (c)(3) of the internal Revenue Code? I IfAto, you will only qualify fora credit for City-related costs foryourrequest (i.e. permlt less, staff time, rental rates tar facilities or equipment, etc.). Costs for City services vary and if I If Yes, 133-0562943 ;approved, credit may or may not cover full cost of requested City services. Tax ID ICity Services Credit Arnownt Requested: 0 Data Needed: N/A Imayoricaunclimernber: ;Martinez Direct Payment Amount .. ......... ...... $1,000 Event Date !Every Wed. Evantlhme. Apirn-5:30pim Requested! Event Location: Latino Health Access' Green Hearts Families Park, 602 E. 4th Street, Santa Ana, CA, 92701 Addrass, Cily, State, Zip This request is for the "Leyendo an Familia" (Family Literacy Program), a weekly reading program with the goal of oeacriptionot increasing literay among low-income Latina children in Santa Ana. The program engages parents and children in reading Event I Purpose: lessons designed to increase reading frequency. As pal of the program, families also have access to a lending library !with books for child ran from Pre-K to young adults. Attached, you will find more detailed information about this program. The an o oil Fami ies" program engages parents to take an active role In helping their children to increase their Community Benefit: reading frequency and employ key reading strategies. The program is offered to low-income families in Santa Ana, many of whom live in surrounding apartment complexes that average 10 people in a 1.2 bedroom apartment. Parent participants cannot afford to purchase books for ther children. Our program provides access to books. Please see attached. Applicant Signature: I Date: October 28, 2015 Return completed form via: ErI donationrequest@santo•ana.org 20 Civic Center Plaza Fax: (714) 047-6954 P.O, Box 1988 Santa Ana, CA 92702 Donation Request #: on - Council Meeting Date: Eligibility Met: YES NO Approved Amount: City Manager Signature: 1 Date: Revised 8/2612 01 5 25G -4 CITY OF SANTA ANA DONATION AGREEMENT WITH LATINO HEALTH ACCESS PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on NOVEMBER 17, 2015 by and between the City of Santa Ana, a municipal corporation ( "City ") and LATINO HEALTH ACCESS, a California 501(e)3 NON - PROFIT ORGANIZATION ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit, The City wishes to provide Recipient with funding to assist Recipient in its weekly Leyendo En Familia program, a FAMILY LITERACY PROGRAM ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purg2ose, The City, by recommendation of COUNCILMEMBER MICHELLE MARTINEZ, believes there is a public propose in supporting the Community Benefit because it will ENGAGE PARENTS AND CHILDREN IN READING TO INCREASE LITERACY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with ONE THOUSAND DOLLARS ($1,000) for the weekly event that is held on Wednesdays, because the City has determined that there is a public purpose to be served in supporting the Community Benefit, In executing this Agreement and. receiving the funds, Recipient agrees to use the fiuzds only for the propose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terns of this Agreement, City shall have the right to terminate this Agreement and demand the return of the fiends pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect unless and until terminated by the City. The City has the right to tenninate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per ammnn, Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. EXHIBIT 2 25G -5 CITY OF SANTA ANA DONATION AGREEMENT WITII LATINO HEALTH ACCESS Page 2 of 3 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the fluids will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City, 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Commrunity Benefit or any activities conducted by the Recipient. 3.5 Indemmnification. Recipient wrderstands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to proper't'y or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers, Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs inured by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract /Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter A eement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the EXHIBIT 2 25G -6 CITY OF SANTA ANA DONATION AGREEMENT WITH LATINO HEALTH ACCESS Page 3 of 3 individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA By: David Cavazos City Manager Attest; C Maria D. Huizar Clerk of Council Approved as to Form: A 19 By: yo. d 7 n M. Funk Assistant City Attorney LATINO HEALTH ACCESS By: Signature Name Title �� EXHIBIT 2 25G -7 25G -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: CONDITIONAL USE PERMIT NO. 2015-17 TO ALLOW A CARE HOME AT 2151 EAST FIRST STREET - COMMUNITY DEVELOPMENT PARTNERS; APPLICANTS (STRATEGIC PLAN NO, 3, 2) CITY MANAa� RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2 o Reading Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 11:401I111051,44 � Receive and file the staff report approving Conditional Use Permit No, 2015 -17 as conditioned. • • • At its regular meeting on October 26, 2015 by a vote of 6:0 (Alderete absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2015 -17 as conditioned to allow the conversion of an existing motel into a 72 -bed care home at 2151 East First Street located in the Community Commercial (C1) /Metro East Mixed Use Overlay zoning district. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). Community Development Partners, a local for- profit organization that develops and operates affordable housing projects, is proposing to convert a 76 -room motel into a 72 -bed care home facility to provide living accommodations and non - medical services to the elderly as well as physically and /or mentally Impaired residents. As part of the project, extensive interior and exterior renovations are proposed, including the exterior rehabilitation of the existing buildings, new glass storefronts and anodized aluminum frames on all windows and doors, new drought tolerant landscaping and code compliant signage. Interior improvements are also proposed that will Include a new entrance lobby, administration area /office, community dining room, meeting and activity rooms, laundry and fitness rooms, and a commercial kitchen. Each unit will also be remodeled to have a sleeping area, bathroom and a kitchenette equipped with single- basin bar sink, a compact refrigerator, microwave oven and counter /storage space. Full size plans are available for review at the Clerk of the Council's Office. 31A-1 Conditional Use Permit No, 2015 -17 November 17, 2015 Page 2 W ►.1 i _ :II I�I,IMACT There is no fiscal impact associated with this action. A assan Hagh ni> CP ecutive Rirector Planning & Building Agency AN: rb Ani\wp611planaam m7 \C U P75- 17.FIrat6treetCamHame.ac i ♦ • 6 31A-2 O e ! . i i • OCTOBER 26, 2015 TITLE: PUBLIC HEARING — FILED BY COMMUNITY DEVELOPMENT PARTNERS FOR CONDITIONAL USE PERMIT NO. 2015.17 TO ALLOW A CARE HOME AT 2151 EAST FIRST STREET (STRATEGIC PLAN NO. 3,2) Prepared by Ann Hsin -An Ni Oecu64 Director PLANNING COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED 0 Applicant's Request Cl Staff Recommendation CONTINUED TO - — Acting Plann��ig Manager Adopt a resolution approving Conditional Use Permit No. 2015 -17 as conditioned. Request of Applicant Eric Paine, representing Community Development Partners, is requesting approval of a conditional use permit to allow the conversion of an existing motel into a 72 -bed care home at 2151 East First Street. Pursuant to Section 41- 365.5(c) of the Santa Ana Municipal Code (SAMC), care homes require the approval of a conditional use permit in the C1 (Community Commercial) zoning district. Prolect Location and Site Description The subject site is 1.3 acres in size and is located on the north side of First Street between Tustin Avenue and Golden Circle Drive. The parcel contains an existing two -story, 75 -room motel that was constructed in 1971. A total of 61 on -site parking spaces are provided in a surface parking lot. The site is surrounded by office uses to the north and west, an auto auction use to the south and a restaurant use to the east (Exhibits 1, 2 and 3). Project Description Community Development Partners, a local for - profit organization that develops and operates affordable housing projects, is intending to convert a 75 -room motel into a 72 -bed care home facility to provide living accommodations and non - medical services for the elderly as well as physically and /or mentally impaired residents. In order to accommodate the proposed use, interior and exterior renovations are proposed. EXHIBIT A 31A-3 Conditional Use Permit No. 2015 -17 October 26, 2015 Page 2 Exterior changes include an exterior remodel of the existing building. A variety of quality building materials, including horizontal cement board siding, vertical composite Trex screen and wall trellises will replace existing building materials on the north and west elevations. Clear glass storefronts and anodized aluminum frames will be installed on all windows and doors. New drought tolerant landscaping and signage will also be provided for this project. Interior tenant improvements are also proposed for the project. The interiors will be changed to include a new entrance lobby, administration area /office, dining room, meeting and activity room, laundry and fitness rooms, and a commercial kitchen. Each unit will be reconfigured to have a sleeping area, bathroom and a kitchenette equipped with single -basin bar sink, a compact refrigerator, microwave oven and counter /storage space. New common area amenities will also be provided that will include a courtyard with a community garden, a manager's office, a resident service coordinators office, commercial kitchen, common dining area, media area, business /computer center, common area laundry and an exercise room. There are a total of 61 parking spaces provided for the site, which exceeded the minimum parking required by code. Minor modifications are proposed to the parking area including adding landscaping as part of the First Street Care Home project (Exhibits 4, 5, 6 and 7). Project Background Community Development Partners (CDP) was founded in 2012 in Newport Beach, California. CDP is a local for- profit organization that develops and operates affordable housing projects with a focus on long term community engagement and whose mission is to create life- enhancing affordable development projects that adhere to strict environmental, social and economic standards that result in responsible buildings and communities. In 1970, Variance No. 1970 -23 was approved to allow the construction of a 75 -room motel with an apartment and office at this location. The property has been occupied by various motels since opening and has been operated as a Guest House Inn since 2002. General Plan and Zoning Gonsistencv The General Plan land use designation for the site is General Commercial (GO), General Commercial land -use districts are key components in the economic development of the City. They provide highly visible and accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services, such as this care home facility. The project site is consistent with this General Plan land use designation. The zoning for the site is Community Commercial (C1) and has the Metro East Mixed Use (MEMO) Overlay designation. The project meets the City's minimum development standards for the C1 zoning district relating to site design, parking and landscaping. A care home is a permitted use subject to the approval of a conditional use permit in the C1 zone. Therefore, the proposed project is consistent with the zoning designation. 31A-4 Conditional Use Permit No. 2015 -17 October 26, 2015 Page 3 Prmiect Analysis Staff has reviewed the applicant's request to operate a care facility at this location. In analyzing the conditional use permit request, staff believes that the following analysis warrants staff's recommendation of approval for the conditional use permit. The Santa Ana Municipal Code allows care homes in the Community Commercial (C1) zoning district subject to a conditional use permit. A care home is defined as a facility, place or building, social rehabilitation facility or similar facility which is maintained and operated to provide living accommodations for and 24 nonmedical care to persons in need of personal services, supervision, guidance, or training essential for sustaining the activities of daily living. The proposed care home has been designed to be maintained and operated to provide living accommodations and non- medical service for the elderly, disabled and formerly homeless individuals. The facility will also include amenities and services which will assist the residents and enhance their quality of life by providing supervision, training, classes, transportation coordination, activity planning and meal services. The proposed care home meets all of the requirements specified in the C1 zoning district relating to the proposed use. The proposed project will be in compliance with the development standards for the C1 zone, including landscaping and parking. Parking for a care home use is one space per every three beds. A total of 24 spaces are required with 61 spaces to be provided for the site. Additionally, appropriate conditions of approval have been included for this project that will ensure it remains in compliance with the provisions of the zoning district. The proposed care home also supports several goals and policies of the General Plan. The project will promote a balance of land uses to address basic community needs and that enhance the economic viability of the City, will provide a use that will assist in diversifying the range of services available to adjacent communities, will promote the rehabilitation of a commercial property and encourage increased levels of capital investment through the interior and exterior improvements planned for this site and provides housing opportunities and supportive services for seniors, people with disabilities, families with children, and people needing emergency, transitional, or supportive housing. The proposed care home will partner with Mercy House to provide supportive services to homeless, chronically homeless, disabled and at -risk of homelessness veterans and non - veterans in a well maintained and supportive environment. Further, the proposed project will assist in addressing the needs of homeless people and will provide housing that is linked with case management, employment, physical, mental health, substance abuse, and other needed services. 31A-5 Conditional Use Permit No. 2015 -17 October 26, 2015 Page 4 Public Notification The project site is located within the Saddleback View Neighborhood Association, Staff contacted the president of the association, who identified no concerns with the project. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners and occupants within 500 feet of the project site. At the time of this printing, no correspondence, by phone, written or electronic has been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15301. This Class 1 exemption allows the licensing of existing facilities with no expansion of the existing use. Categorical Exemption Environmental Review No. 2015 -47 will be filed for this project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No, 2015 -17 as conditioned. L Ann H. Ni Associate Planner AN:jm AMwp51 Vplancomm2 \CUla15- 17FIrit&reetCareHome,po Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Land Use Map Exhibit 3 — Site Photo Exhibit 4 — Site Plan Exhibit 5 — Floor Plans Exhibit 6 — Elevations Exhibit 7 — Preliminary Landscaping plan 31A-6 R3 R3 .. 1 Fgtij. Ri E 1 PND �_. Rr q'9ti•� Rl R7 # Ri 5 O 0 g' R4 P Sp -21 R1 R7 F p 07 F P -021 -F fti 5 R1 I•' � R1 R1 R1 x p -OZIT gyp. '- s a pOZ1•F � p -OZ1 -F Q C1 P =I Pp' p ^ ]' 4 2 r $ T . „CIO_ P -OZI -F 2 pGFI AP-.� RZ R2 X112 R2 1 5 R2 50 -54- P.01+ a M , 021 µ . �, C5A71 -F 33 d j �� iunm 12 I C2 a [z - r C2 - r.sMl 'x C2 p C2 C3 4' °PRO QSIII: ST._ i cs C2 R1 's 0 ' cs C2 -OSUF ._. 021 -F C5- i i x _ s �nx *r oznp I mli O R3 R3 0 QG9'q�1 - cz 1 N Al — pp- m1 i C1 1 1 R4 �IR 1 _ 1 I _aee Al^ 1 �m, r R4 ` I clly of ruscin R4 Mi M1 R3 1 I R] Al Al GW3 LAGNCULIUMQ DR 00MME20ALf DM1AL m SNGLEFAMILYRMOF41AL -B FAWNGMONWAMON w GOVEMIMEJTCR-0lE7 F'2 1NOFAMlI2yp23QEcF C-SA Ct'M1MEFOALSCUTH MAIN Al LIORINOUSTRAL Ri MUUIPLEMSWMULDRE G1 0GMMUNIIYOM4WUAL M2 HFAWIN01&R-0AL FAMILYFMOMOC CI -MD COMM. 0CMMDUAUML5DM DISTHCT MO MIUTAINOPEi4T10N5 P4 eJW1 NAPAW NTS C2 CdMMI-COMMMAL 0 OFB43AG£ FE FODEd11ALWATE Q MTTIALWONEM p FRDFL' ONAL. W sWRCDEVELoFMm C&A 0E47PALWSNE�r AR119MLtAGE POD PANNED CDMMIJNRYDCVELowM 51 5'1MMCPLAN Ch R.ANNE]91CFANGCtN Pro FLANNI'JFLx1DWALOMOFMW C5 AW ALGOMMMAL CUP 2015 -17 FIRST STREET CARE HOME 2151 EAST FIRST STREET — 500FEET r= loco rgr P L A N N I N G A N D B U I L D I N G A G E N C Y EXHIBIT 1 VICINITY MAP 31A-7 C P R 0 P R 0 F E S 5 1 0 N A L P R 0 F E S S 1 0 N A L 4TH STREET L. L7 CUP o" -" FIRST STREET CARE HOME r1 2151 EAST FIRST STREET sv P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT2 31A-8 s C 0 M M E R C I A CUP o" -" FIRST STREET CARE HOME r1 2151 EAST FIRST STREET sv P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT2 31A-8 CUP2015 -17 Exhibit 3 Site Photo 31A-9 _1 V LAYJ .�j i Y� Y� �i I 7i 46 `OI } sj CCI QL � t P 1 1 1 1 r n � raj is I 'r EXHIBIT 5 Page 1 of 2 5 � ilC _ _1 V LAYJ .�j i Y� Y� �i I 7i 46 `OI } sj CCI QL � t P 1 1 1 1 r n � raj is I 'r EXHIBIT 5 Page 1 of 2 M, � > \� \ � \ / \ J\ � ; }\ M, -Ug Op 2A HU R. . ... o pig T I HU R. . ... o pig p; r -- "D CD C) (D a Page 2 of 2 . .. . . . . . . . . .... . . 0 B R. . ... o p; r -- Page 2 of 2 EXHIBIT 7 � 1" ■ \ � � \ \!� �\ \ \�� EXHIBIT 7 � 1" ■ RS 10.26.15 RESOLUTION NO. 2015 -35 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2015 -17 AS CONDITIONED FOR THE PROPERTY LOCATED AT 2151 EAST FIRST STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2015 -17 to allow a care home at the property located at 2151 East First Street. B. Santa Ana Municipal Code Section 41- 365.5(c) requires approval of a conditional use permit for a care home use in the Community Commercial (C -1) zoning district. C. On October 26, 2015, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2015 -17. D. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41 -638, have been established for Conditional Use Permit No. 2015 -17 to allow the care home use: That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. The proposed care home will provide a service to the community. The proposed care home is a use that will provide additional housing and supportive services for those in need in the community. As part of the conversion, the site will be improved with additional open space /urban garden, new fagade and other aesthetic improvements to create a pleasant environment for the care home residents as well as the surrounding neighborhood. Further, the proposed care home will provide a safe and organized environment which will assist the residents and enhance their quality of life, including providing assistance, supervision, training, classes, transportation coordination, activity planning and meals. Resolution No. 2015 -35 Page 1 of 7 31A -16 2. That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The proposed care home will not be detrimental to persons residing or working in the vicinity because the care home is located within an area of the City that has a mix of residential and commercial /office uses. Community Development Partners will work with Mercy House to provide services to chronically homeless, disabled and at -risk homeless veterans and non - veterans in a well maintained and supportive environment. Finally, the project design and ongoing site management will minimize impacts from occurring on the premises. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The proposed care home will not adversely affect the economic stability of the area but will make a positive contribution to the surrounding area. The project will provide a well maintained and operated service to the community and will complement and improve the economic viability of the area as the proposed care home would include improvements to the property and streetscape including new landscaping and architectural enhancements. The use of the site as a secured care home in conjunction with the improvements that will be made to the site will improve the economic viability of the area. 4. That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. The proposed care home will be in compliance with all applicable regulations and provisions of Chapter 41 of the Santa Ana Municipal Code and all other provisions that are applicable to a care home. Site improvements are proposed to the parking lot and landscaping to bring the site into compliance with the zoning code. 5. That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. The proposed care home will not adversely affect the General Plan. The proposed care home supports several Resolution No. 2015 -35 Page 2 of 7 31A -17 General Plan Goals and Policies, including Land Use Element Goal 1, which promotes the balance of land uses to address basic community needs and Goal 2, which promotes land uses that enhance the economic viability of the City. This project will provide a use that will assist in diversifying the range of services available to adjacent communities. Land Use Element Policy 2.8 promotes the rehabilitation of commercial properties and encourages increase levels of capital investment. The proposed care home use will involve interior and exterior improvements of an existing motel representing increased levels of capital investment in the property. Housing Element Goal 4 seeks adequate rental and ownership housing opportunities and supportive services for seniors, people with disabilities, families with children, and people needing emergency, transitional, or supportive housing. Policy 4.6 of the Housing Element specifically identifies the need for homeless services and to partner with community service organizations that address the needs of homeless people, including housing linked with case management, employment, physical, mental health, substance abuse, and other services. The proposed care home operators will partner with Mercy House to provide supportive services to homeless, chronically homeless, disabled and at -risk of homelessness veterans and non - veterans in a well maintained and supportive environment. E. In accordance with the California Environmental Quality Act, the recommended action is exempt for further review per Section 15301. This Class 1 exemption allows the licensing of existing facilities with negligible or no expansion of the existing use. The conversion of an existing 75 -unit motel to a 72 -bed care home does not involve any expansion of the existing facility. Only minor renovation to the interior and exterior of the existing motel is proposed. Categorical Exemption Environmental Review No. 2015 -47 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the negligence of the City of Santa Ana. Resolution No. 2015 -35 Page 3 of 7 31A -18 Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2015 -17 as conditioned in Exhibit A, attached hereto and incorporated herein, for the project located at 2151 East First Street. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated October 26, 2015, and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 26«' day of October, 2015. AYES: Commissioners: Bacerra, Bauer, Gartner, Mill, Nalle, Verino (6) NOES: Commissioners: None (0) ABSENT: Commissioners: Alderete (1) ABSTENTIONS: Commissioners: None (0) APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney James Gartner Chairperson 31A -19 Resolution No. 2015 -35 Page 4 of 7 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, KAREN GERARDO, Planning Commission Secretary, do hereby attest to and certify the attached Resolution No. 2015 -35 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on October 26, 2015. Date: Planning Commission Secretary City of Santa Ana 31A-20 Resolution No. 2015 -35 Page 5 of 7 EXHIBITA Conditions of Approval for Conditional Use Permit No. 2015 -17 Conditional Use Permit No. 2015 -17 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below rip or to exercising the rights conferred by this approval. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. A. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2015 -24 and the staff report exhibits. 2. Any amendment to this conditional use permit must be submitted to the Planning Division and Police Department for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. 3. Prior to approval of Certificate of Occupancy, all on -site improvements shall be made in accordance with the submitted plans. 4. Landscaping shall be maintained in compliance with the submitted plan. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 5. The maximum number of beds shall be 72. 6. The applicant or responsible party shall submit the plan(s) listed below to the Orange County Fire Authority for review. Approval shall be obtained on each plan prior to issuance of a building permit: a. fire master plan (service code PR145) b. architectural (service codes PR248) c. underground piping for private hydrants and fire sprinkler systems (service code PR470- PR475) d. fire sprinkler system (service codes PR400- PR465) Resolution No. 2015 -35 Page 6 of 7 31A-21 7. The applicant or responsible party shall submit the plan(s) listed below to the Orange County Fire Authority for review. Approval shall be obtained on each plan prior to concealing interior construction: a. sprinkler monitoring system (service code PR500) b. fire alarm system (service code PR500- PR520) Resolution No. 2015 -35 Page 7 of 7 31A-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RESOLUTION — MEASURE M2 ❑ As Recommended COMPREHENSIVE TRANSPORTATION ❑ [I As Amended on 1a' Reading FUNDING PROGRAM GRANT APPLICATIONS ❑ El Ordinance on 2nd Reading {STRATEGIC PLAN NO. 6, 1G} ❑ Implementing Resolution Bristol Street and Memory Lane ❑ Set Public Hearing For CITY MANA - - - -- (3E RECOMMENDED ACTION CONTINUED TO FILE NUMBER 1. Adopt a resolution authorizing the City to submit applications for funding consideration under the Measure M2 Comprehensive Transportation Funding Program. 2. Direct staff to amend the Seven -Year Capital Improvement Program to incorporate the Comprehensive Transportation Funding Program projects list. DISCUSSION The Orange County Transportation Authority (OCTA) has issued a call for projects under the Measure M2 Comprehensive Transportation Funding Program (CTFP) for FY 2016/17. Funding in the amount of $35 million will be awarded on a countywide competitive basis in the Regional Capacity and Traffic Signal Synchronization programs. Adoption of the recommended resolution and amending the Seven -Year Capital Improvement Program is a qualifying requirement to submit the grant applications. If approved by Council, the City will submit three applications totaling $17,865,000 in grant fund requests. Existing and future local funding sources will be used to provide the required matching funds for the recommended projects. Staff is requesting authorization to apply for the following projects: RECOMMENDED PROJECTS PHASE GRANT $ FY Warner Avenue Improvements: Right -of -Way $17,790,750 16/17 Main Street to Oak Street Bristol Street and Memory Lane Design $67,500 16/17 Intersection Improvements Warner Avenue and Flower Street Design $6,750 16/17 Intersection Improvements 55A -1 Resolution - Measure M2 Comprehensive Transportation Funding Program Grant Applications November 17, 2015 Page 2 Given the need for these street Improvements and the eligibility requirements defined by OCTA, staff recommends that the City Council adopt a resolution authorizing submittal of these project applications for funding consideration and direct staff to Incorporate the projects Into the Seven - Year CIP. Staff anticipates a response to the grant funding request in March 2016 and an OCTA Board action on the call for projects in May 2016, STRATEGIC PLAN Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FI CA 1 There is no fiscal impact associated with this action, Fred Maus vipour Executive Director Public Works Agency FM /EWG /ML Exhibit; 1. Resolution 55A -2 RESOLUTION N0.2015 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana desires to implement the transportation improvements listed below. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive Measure M "turnback" funds. -- C. The City's Circulation Element is consistent with the County of Orange Master Plan of Arterial Highways. D. The City of Santa Ana will provide matching funds for each project as required by the Orange County Comprehensive Transportation Funding Programs Guidelines. E. The Orange County Transportation Authority intends to allocate funds for transportation improvement projects within the incorporated cities and the County. F. The City of Santa Ana will not use Measure M funds to supplant Developer Fees or other commitments. G. The City of Santa Ana will use Arterial Highway Rehabilitation Funding as a supplement to the existing pavement management program. Section 2: The City Council of the City of Santa Ana hereby requests the Orange County Transportation Authority allocate funds in the amounts specified in the City's application to the City of Santa Ana from the Comprehensive Transportation Funding Program. Said funds shall be matched by funds from Santa Ana as required Resolution No, 2015 -XXX Page 1 of 3 55A -3 and shall be used as supplemental funding to aid the City in the improvement of the following street(s): PROJECT PROGRAM FY Warner Ave. Improvements: Main St. to Oak St. RCP 16/17 Warner Ave. and Flower St. Intersection Improvements RCP 16117 Bristol St. and Memory Ln. Intersection Improvements RCP 16/17 Fairview St, Traffic Signal Synchronization ** TSSP 16/17 Bear St. Traffic Signal Synchronization ** TSSP 16/17 ** Costa Mesa is the lead agency for the application Section 3: The City Council appoints the City Manager, or the Executive Director of the Public Works Agency or his designee; as agent for the City of Santa Ana to conduct all negotiations, execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana. Section 4: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of November, 2015. APPROVED AS TO FORM: Sonia R. Carvalho, City ttorney B. Z Sandoval Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Resolution No, 2015 -XXX Page 2 of 3 Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor 55A -4 CERTIFICATE OF ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2015- to be the original resolution adopted by the City Council of the City of Santa Ana on , 2015. Date: Clerk of the Council City of Santa Ana 55A -5 Resolution No. 2015 -XXX Page 3 of 3 'P�PM REQUEST FOR COUNCIL ACTION f M a NOVEMBER 17, 2016 TITLE; ,, 9 CITY MA ER As Recommended 71 As Amended 0 Ordinance on 1" Reading Ordinance on god Reading 0 Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving the Measure M2 Annual Expenditure Report, and authorize the Public Works Agency Executive Director to submit the report to the Orange County Transportation Authority, as required by Measure M2. r -- The recommended action will allow the City to continue receiving Measure M2 Comprehensive Transportation Funding Programs (CTFP) Funds Each year local agencies are required to submit documentation to the Orange County Transportation Authority (OCTA), including the year- end expenditure report and a resolution approving the report to the OCTA. The expenditure report is a detailed financial document submitted by each jurisdiction and is used to track financial activity related to the Renewed Measure M2 and other improvement funds. The report accounts for receipt, interest earned, and use of Measure M2 and other funds. This report helps to validate eligible use of funds and must be submitted within six months of the jurisdiction's fiscal year end, The report will allow the City to continue receiving approximately $4 million in Measure M2 Fairshare funds each year; and adoption of the resolution (Exhibit 1) is a required reporting element, Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy O (develop and Implement the City's Capital Improvement Program In coordination with the Community Investment and Deferred Maintenance Plans), 55B -1 w r Expenditure Report November f Page 2 ENVIRONMENTAL IMPACT There Is no environmental impact associated with this action. FISCAL IMPAT There is no fiscal impact associated with this action. Ex6cutive Director Public Works Agency FM /EWG /ML Exhibit: 1. Resolution 55B -2 RESOLUTION NO, 2015 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE FY 2014/15 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Orange County Local Transportation Authority Ordinance No. 3 requires local jurisdictions to adopt an annual Expenditure Report to account for Net Revenues, developer /traffic impact fees, and funds expended by local jurisdictions which satisfy the Measure M2 Maintenance of Effort requirements. B. The Expenditure Report shall include all Net Revenue fund balances, interest earned and expenditures identified by type and program or project. C. The Expenditure Report must be adopted and submitted to the Orange County Transportation Authority each year within six months of the end of the City's fiscal year to be eligible to receive Net Revenues as part of Measure M2. Section 2: The City Council of the City of Santa Ana hereby finds that the FY 2014/15 Annual Expenditure Report, attached hereto as Exhibit 1, is in conformance with the M2 Expenditure Report Template provided in the Renewed Measure M Eligibility Guidelines and accounts for Net Revenues including interest earned, expenditures during the fiscal year and balances at the end of fiscal year. Section 3: The City Council adopts the Annual Expenditure Report, and directs the Executive Director of the Public Works Agency, or his designee, to submit the Expenditure Report to the Orange County Transportation Authority. Section 4: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolutlon No. 2019 -XXX Page 1 of 3 55B -3 ADOPTED this _ day of November 2015. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney B aSandoval o hief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers 1►Csir] 7 +9 ���irZ.11R71Ii - ,, 74== Resolution No. 2015.XXX Page 2 of 3 Miguel A. Pulido Mayor 55B -4 CERTIFICATE OF ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2015 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 55B -5 Resolution No. 2015 -XXX Page 3 of 3 55B -6 City of Santa Ana Schedule 1 M2 Expenditure Report Fiscal Year Ended June 30, 2015 Beginning and Ending Balances Description Line No. Amount Balances at Beginning of Fiscal Year ;M2 Fairshare 1 $ 7,433,623 iM2 Fairshare Interest 2 $ 84,408 . �M2 CTFP .....................,.3 - -,.,$ 1,950,195) M2 CTFP Interest 4 $ 20,093 Other M2 Funding 5 $ ° 97,098 {OtherM2lnterest ��- ...fi. "�$ --------------- 639 Other* 7 Balances at Beginning of Fiscal Year.Sum Lines 1 to 7) 8 $ 5;686,667 ;Monies Made Available During Fiscal Year ........... 9 $ 5,165,390 Total Monies Available (SumLinas8 &9) 1p-$ ----------- 10,852,057- Expenditures During Fiscal Year ...,..' .......... ............................... 11 $ 8,496,161 _ ..... Balances at End of Fiscal Year ;M2 Fairshare _ _ _ 12 $ 10,399,549 ;M2 Fairshare Interest 13 _ $ 108,109 ................................................ .. ., .i4.....$.,........(8,281,317) --------------------------------------- M2 CTFPInterest ,.... �..herlvl-'-"...,,---.......,_. ................ �� ............................ 23,676 ............ �OtherM2Funding 1,6 ",.;?,.......... 16 ° 104,212, ;Other M2lnterest 17 $ 1,667 Other *.'° ............. * Please provide a specific description CTFP - Comprehensive Transportation Funding Programs EXHIBIT 1 55B -7 City of Santa Ana M2 Expenditure Report Schedule 2 Fiscal Year Ended June 30, 2015 Sources and Uses Description Line Amount Amount Interest Total Revenues: A -M $ - M2Fairsharo-- - - - - -- 1 $ 4,307,484 _...-' mii- '-- re-Int..--- ................._-..,....-....._..-.. _.- M2 Fairshare Interest _-- .......- 2 .......-- •... -_.. $ 23,701 M2 CTFP (Project 0.)-...-..._.__..--. ...,_._.._.- .._.._.- .....3 -...$ 651,286 M2 CTFP Interest 4 $ 3,584 ;Other M2 Fu nding 5 $ 179,308 Other M2 Interest 6 $ 27 Other* 7 $ - TOTAL REVENUES (Sum lines 1 to 7) 8 $ 5,165,390 Expenditures: ..... ...._.. .......... .. ............ - M 0001M W2 Fairshare 9 $ 1,341,558 ;M2 Fairshare Interest 10 $ - ;M2 CTFP (Project O) ..,.... ._ ......... ......_- .._....... -. ........_11..._$.,....6,982,409 W2 CTFP Interest 12 X _._-- fOther M2 Funding*,: ..................... ........................13....$ .,_....:172,194 :Other M2 Interest 14 Other* 15 TOTAL EXPENDITURES (Sum lines 9 to 15) 16 $ 8,496,161 TOTAL BALANCE (Subtract line 16 from 8) 17 $ (3,330,772) * Please provide a specific description ** Please provide breakdown of "Other M2 funding ", Other M2 Funding includes funding received and /or funds expended by Local Agencies from any other M2 program besides Project 0 (Regional Capacity Program) and Project Q (Local Fair Share Program). Revenues Project Description Project Amount Interest Total Freeway Environmental Mitigation A -M $ - $ - $ - RegionalTraff icSignalSynchronizationProgram P $ - $ - $ - Hlgh Frequency Metrolink Service R $ - $ $ - TranSit Extensions to Metrolink S $ - $ - $ - Convert Metrolink StatlonIS) to Regional Gateways that connect Orange County with High -Speed Ra5ystems il T $ $ - $ - Senior Mobility Program or Senior Non - Emergency Medical Program U S 179,307.82 $ - $ - CommunityBasedTransit /Circulators V $ • S - $ - Safs Transit Stops W - WaterQualityProgram X Total $ 179,307,82 $ - $ - Expenditures Project Description Project - Amount Interest Total Freeway Environmental Mitigation A -M $ - $ - $ - RegionalTrafficSlgnalSynchronizatlonProgram P $ - $ - $ - High Frequency Metrolink Service R $ - $ - $ - Transit Extensions to Metrolink S $ - $ - $ - Convert Metrolink Station (s) to.Reglonai Gateways that can nect Orange County with Hlgh -Speed Rail Systems T $ $ - S - Senior Mobility Program or Senior Non-Emergency Medical Program U $ 172,194.00 1 $ $ _ Community Based Transit /Circulators V $ - $ - $ - SafeTransltStops - WaterQualltyProgram Total $ 172,194.00 $ - $ - 55B- vs{ 0 X LU O O j0 e! I ps� C5 "r La O I p O CN I I I I a 4L k2 I I I I I t iZI i3 1 i V tp: E E )i 2 - , - , '! ....... ..... ........ ... 0 7 q 1 12. O O j0 City of Santa Ana M2 Expenditure Report Fiscal Year Ended June 30, 2016 Fairshare Project List PROJECT NAME I AMOUNT EXPENDED )81732 GRAND AVENUE WIDENING (1,040,390,35) ................................................. .... ......._..- ..... °...,,... -- )91745 OCTA RR GRFlDE CR_ OSSING ENHCMNT --------- ., °..,......... (193,302.77) __ __ )91752 BRISTOL /WARNER INTERSECTION IM (6,630.80) __ _ _ 106719 TRAFFIC SIGNAL EQUIP REPLACMNT (135,132.04 _ _ 116743 BROADWAYIMPRV:CC- SNTACLARA 235,676.94 126604 GRAND STORM DRAIN:4TH -SA /SF CH 85,667.21 11.6762 ROW MANAGEMENT FY10/11 ..11/12 1,4$2.23 126766 FIXED GUIDEWAY STEP 3 5 9,160.01 __ _ 126776 MCFADDEN IMPRVtEUCLID- NEWHOPE (270,391.99) 1367$2 PAVEMENT MGMNT FY11/12 & 12/13 ° 155,169.02 136783 Right of Way Management . °...........................,, 55,228.50 ..,,._.. .................,,..._.....,...._.......,....__..,,..°...°_.°........ 136788 ARTERIAL ST PREVENTATIVE MAINT 870,274.09 136791 SECURE BIKE PARKING SYSTEMS 12,182.14 136796 CHESTNUT AVE BIKE LANE 3,463:$6 °...,.. ..........._...,...,..°.-....-°°-..°.°..----._.....,,...........,,..... ._....I 146798 OMNIBUS CONCRETE FY 13/14 .............._.. 3,450.33 146799 NEWTRFFCSGL @NWHOPE /CFlMILLE °- 2,076.84 146800 TRFFC5GLMOD @BEAR /SEGERSTRO ° ------------- ------ °-- -. 2,245.90 -..° 146807 ROW MANAGEMENT FY 13/14 100,485.25 146$08 PAVEMENTMANAGEMENTFYI3 /14 101,915.25 146809 ARTERIAL ST PREVENTATIVE MAINT 923,270.98 146810 TRAFFIC SIGNAL PROD DEVELOPMNT 1,481.76 146$12 LOCAL ST PREVENTATIVE MAINT (747.15 ___ 146817 GRND /GL55EL /KRAEMRTRFCS6LSY 30,886.47 146818 NEWHOPESTBIKELN:STH- WESTMNS 4,410.13 146819 TRAFFIC MANAGMNT PLANS FY13 &14 156$23 PROJECT DEVELOPMENT FY 14/15 __ . 4 *'3'.00 _ 76,94.75 156825 WE57MNSTERREHAB:HARBRTO CLIN7 48,438.11 156828 HARBOR CORRIDORTRAFFSGNSYNC 3,591.29 156$31 CROSSWALK UPGRADES -VAR LOC 16,537.96 156837 TRAFFIC MANGMEN7 PLANS FY14J15 11,452.50 °_ ........_..°.... - ............................ .— _........_...... ° °.....,...., _...._.........__..,..._ 156841 PAVEMENT MANAGEMENT FY 14/15 88,595.68 156846 RIGHT OF WAY MANAGEMENT FY IS -- 6.86 __ 156847 SANTA ANA BRIDGE MAINT INVNTRY -- 6 646.00 166857 RIG HT OF WAY MGMNTFYIS /16 3,718.00 $ 1,341,557.96 55B -10 Schedule 4 City of Santa Ana M2 Expenditure Report Fiscal Year Ended June 30, 2015 Signature Page I certify that the interest earned on Net Revenues allocated pursuant to the Ordinance shall be expended only for those purposes for which the Net Revenues were allocated and all the information attached herein is true and accurate to the best of my knowledge: Francisco Guitierrez Director of Finance (Print Name) Signature 55B -11 v� I Is J?z IT Date 55B -12 REQUEST FOR COUNCIL ACTION MM CITY COUNCIL MEETING DATE; 611 1 r • CLERK OF COUNCIL USE ONLY; S-'• r, 0 As Recommended Q As Amended 0 Ordinance on 151 Reading ❑ Ordinance on 2nd Reading II Implementing Resolution 0 Set Public Hearing For In August 2013, the City Council affirmed the Planning Commission's decision to approve Conditional Use Permit No; 2013 -19 and allow a Type 41 ABC license for the Downtown 414 Restaurant at 414 West Fourth Street. The conditional use permit allowed the on- premise sale and consumption of beer and wine within a new restaurant that was proposed to open in the Downtown area of the City. Due to a significant shift in the overall economy over the past few years, the applicant has been unable to move forward with the restaurant project. As a result, the entitlement for the site is ready to expire, However, in August 2015, the applicant decided to move forward with the restaurant and submitted a request to extend his entitlement. Pursuant to section 41 -647 of the Santa Ana Municipal Code (SAMC), conditional use permits (CUP) automatically become void should the property owner fail to institute an action to comply with the provisions of the CUP within two years of its approval. This section of the code also allows the property owner to request an extension of the entitlement up to a period of three years from the date of expiration. Although construction has yet to begin, the applicant would like to maintain the entitlements for the conditional use permit and is requesting a one year extension of the CUP. The applicant has secured the expertise of a new architect and is in the process of submitting plans into Building plan check. Since the applicant is expecting to move forward with the project later this year, the Planning Division recommends that the entitlements for the ABC license be extended by a period of one year from the date of City Council approval. In accordance with the California Environmental Quality Act, this project is exempt from CEQA per Section 15061 (b)(3), This determination has been made as it has been determined that the proposed action will not cause a significant effect on the environment. 55C -1 Extension of CUP No. 2013 -19 November 17, 2015 Page 2 Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) and Objective #4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination). FISCAL IMPACT There is no fiscal impact associated with this action. Hassan N , UAICP Executive Director Planning and Eullding Agency VF.rb ArepofWCUM UPI P0 exlenelen,cc 55C -2 LS 11.3.15 RESOLUTION NO. 2015- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA FOR THE EXTENSION OF CONDITIONAL USE PERMIT NQ, 2013 -19 FOR A TYPE 41 ALCOHOL BEVERAGE CONTROL LICENSE FOR ONE YEAR FOR THE PROPERTY LOCATED AT 414 WEST FOURTH STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1, The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In August of 2013, the City Council affirmed the Planning Commission's recommendation to approve Conditional Use Permit No. 2013 -19 to allow the Downtown 414 Restaurant the ability to sell beer and wine for on- premise consumption in conjunction with a new restaurant at 414 West Fourth Street. B. The applicant has requested a one year extension for Conditional Use Permit No. 2013 -19. It is the Planning Division's policy to recommend no more than one year extensions, mainly in an effort to encourage the construction of previously approved projects. C. The extension request came before the City Council on November 17, 2015. D. Due to a weak economy over the past few years, the applicant had been unable to secure the funds necessary to begin the project. However, the applicant has secured an architect to prepare construction plans for submittal into Building plan check. The applicant is expecting to start construction on the project later this year. E. Pursuant to City of Santa Ana Municipal Code Section 41 -647, where construction does not commence, these types of entitlements expire after two years unless the applicant applies for, and the City Council approves, an extension. F. In accordance with the California Environmental Quality Act, this project is exempt from CEQA per Section 15061(b)(3). This determination has been made as it has been determined that the proposed action will not cause a significant effect on the environment. Resolution No. 2015 -XXX 55C -3 Page 1 of 3 Section 2. Conditional Use Permit No. 2013 -19 is hereby extended for a period of one (1) year from the date of the original approval to August 12, 2016. This decision is based upon the evidence submitted, which includes, but is not limited to, the Request for Council Action dated November 17, 2015, and exhibits attached thereto, and any public testimony, all of which are incorporated herein by this reference. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 17th day of November, 2015. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney BY: �- Lisa Storck Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Resolution No, 2015 -XXX Page 2 of 3 Miguel A. Pulido Mayor 55C -4 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2015- to be the original resolution adopted by the City Council of the City of Santa Ana on 2015, Date: Clerk of the Council City of Santa Ana Resolution No. 2015 -XXX 55C -5 Page 3 of 3 55C -6 REQUEST FOR COUNCIL ACTION' CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: APPROVE YOUTH COMMISSION BYLAWS AND PROVIDE POLICY DIRECTION ON AGE REQUIREMENT OF REGULAR MEMBERS AND ELIGIBILITY OF COLLEGE STUDENTS RELOCATED OUTSIDE OF CITY LIMITS (STRATEGIC PLAN NO. 5, 1) RECOMMENDED ACTIONS: CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 7 [11LTOM. 1. Approve the bylaws of the Youth Commission as proposed by the Youth Commission members. 2. Provide policy direction, on following issues: a. Should the age requirement of Regular Members be increased to 16 -24 years of age? 1. Yes. Approve Youth Commission recommendation to amend the current age limit requirement of Regular Members to 16 -24 years of age and direct staff to prepare ordinance amending said provision, or 2. No. Maintain age requirement of Regular Members status quo of 16 -20 years of age. 3. Pleasure of the City Council. b. Should Youth Commission members relocated outside of City limits to attend college /university be able to continue serving on the Commission? 1. No. Support past practice of vacating their seat when they relocate outside of the City limits. 2. Yes. Allow a commission member to participate in meetings either physically or via teleconference. as able. 3. Pleasure of the City Council. 65A -1 Youth Commission Bylaws and Policy Direction November 17, 2015 Page 2 DISCUSSION On September 7, 1999, the Santa Ana City Council established the Youth Commission with the goal of being a catalyst for the positive development of our younger population. The Commission would offer an opportunity to participate in the community's development by making recommendations on issues facing the youth of today. The composition of the Commission has changed over the years to be able to attract youth of varying age and different perspectives. Currently, regular members are required to be 16 -20 years of age, alternate members 14 -18 years of age and associate members 11 -14 years of age. On October 15, 2015, the Youth Commission held a regular meeting to approve their bylaws. They seek support to increase the age requirement of regular members to 16 -24 years of age to offer more stability in their membership. The Commission has a multi -year history of failure to achieve a quorum as a result of members not vacating their seats when leaving for college outside the City. Also, recently the current Chair of the Commission relocated to Sacramento to attend college. He has expressed interest in continuing to serve on the Commission via teleconference. Current practice would not allow him to continue serving since he has temporarily relocated out of the City limits. Experience has shown that it is of particular importance for the Commission Chair to be present in order to properly carry out the particular responsibilities of his /her position and to maintain current awareness of City issues especially relating to youth. The question before the City Council is whether they would like to ratify the current practice, allow a commissioner to continue serving if they relocate or any other variation at the pleasure and discretion of the City Council. As background, The Board, Commission and Committee Handbook currently has the following provision as it relates to college students, "OUT -OF -CITY RESIDENCY (COLLEGE STUDENTS) Due to the City's residency requirement, students attending college outside of the City limits automatically forfeit their seat on the board, commission or committee. However, the City Council strongly encourages re- engagement upon graduation or return to the City." Although a college student may continue to have a legal address in the City limits, they are not physically here to be active participants in meetings and /or City events. Policy direction is requested as to whether the age requirement of Regular Members should be increased and whether those relocated outside of City limits should be allowed to continue serving on the Youth Commission. 65A -2 Youth Commission Bylaws and Policy Direction November 17, 2015 Page 3 STRATEGIC PLAN Approval of this item supports the City's efforts to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Objective #1, (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Maria D. Huizar, Clerk of the Council Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency Exhibit 1: Proposed Bylaws 65A -3 65A -4 To: Santa Ana City Council Santa Ana From: Youth Commission Date: 10/06/2015 Subject: Student Representatives for City Council Boards and Commissions Dear Santa Ana City Council Members, We, as the Santa Ana Youth Commission, write this letter to offer our assistance in the process of screening and selecting student representatives for City Council Boards and Commissions. As your nominated Youth Commission appointees, we would like the opportunity to be able to assist you and give recommendations on students whom we believe would be a good addition to our City. Our goal is to find passionate students whose optimism will contribute to this city's bright future. We would greatly appreciate this opportunity to showcase our preparedness and dedication to our city as we conduct a thorough search for the most dedicated students to fill the City Council Boards and Commissions. Respectfully, Santa Ana Youth Commission City Of Santa An Youth Commission Bylaws I. Name and Authorization II. Purpose III. Duties IV. Membership and Voting V. Offices VI. Meetings and Procedures VII. Attendance VIII, Amendments Section I- Name and Authorization The name of this commission shall be the "Youth Commission of the City of Santa Ana ". The Youth Commission has been established by the Santa Ana Municipal Code (SAMC 2 -450 — 2 -457), having the powers set forth therein. Section 11- Purpose The purpose of the Youth Commission is to advise the Santa Ana City Council on legislative policies, needs, assessments, priorities, and programs concerning the Youth of the City of Santa Ana. Section III- Duties A. Identify the concerns and needs of the children and youth of the City of Santa Ana. Examine educational, social, economic, and recreational programs for the youth in the city of Santa Ana. Develop and propose plans that support or improve youth programs. B. Encourage and prepare the youth of Santa Ana to become civically responsible and be active citizens by educating them on their local government. C. Make recommendations and provide assistance to those community agencies engaged in fostering mutual understanding and respect for youth. D. Provide the youth of the city with both the opportunity to make recommendations relative to policies that affect their lives, as well as a forum in which to exchange ideas and information while interacting within the environment of the municipal government; 65A -6 C. The term for each member shall be four (4) years and until their respective successors are appointed and qualified, but in no event shall any person be eligible for reappointment who has served three (3) consecutive terms of four (4) years each or until they turn 20(4 „Pe6 dtng,Muntcipal,Code Amendment; years of age. D. A member who wishes to resign from the Youth Commission is required to submit a resignation letter to his /her appointing council member or supervisor. Section V- Offices 1. No member shall hold more than one office at a time. 2. The commission shall elect from its members a chairperson and vice chairperson, each of whom shall serve in such position for the term of one (1) year. No member shall serve in the position of chairperson for more than one (1) term. 3. Only regular members may serve as Chairperson or Vice - chairperson. Alternate and Associate members are eligible to hold other offices on Ad Hoc Committees. 4. Regular members shall have priority when being nominated to hold office, A. Chairperson • Preside at all youth commission meetings • Call special meetings of the Commission when necessary • Bring Youth Commission Meetings to order • Keep the City Council informed of Youth Commission actions • Assist new Commission member orientation • Provide leadership in setting the Commission's goals and objectives • Be responsible for presenting an annual report to the City Council B. Vice- Chairperson • Perform the duties and exercise the power of the Chairperson during the absence of the Chairperson • Provide an update to members who missed a meeting • Keep track of meeting attendance and inform the commission when members fail to attend 3 or more meetings without justification 3 65A -7 Matter must receive a second before discussion occurs. C. Agenda and Comments 1. Staff shall set the agenda for the Commission 2. Any Youth Commission member can propose agenda items for the upcoming Youth Commission meeting by making a request during Commissioner Comments. 3. The Youth Commission shall hold meetings open to the public in full compliance with state and local laws. Public comments and participation are encouraged by the Youth Commission. 4. Each person wishing to speak on an item at the Youth Commission shall have to fill out a speaker request form in order to do so. Section VII - Attendance A. Automatic Resignation of Members 1. Members are reminded not to abuse the attendance policy. Unexcused absences or lateness may result in automatic resignation from the Youth Commission as described below: B. Attendance 1. Refer to SAMC 2 -450 2. Any Youth Commission member who has 3 unexcused absences within a six -month period shall be deemed to have resigned from the Youth Commission. 3. The Youth Commission shall not authorize any absences in excess of three (3) regularly scheduled meetings during the fiscal year. 4. To authorize an absence prior to a scheduled Youth Commission meeting, the member seeking authorization must send an email to the Youth Commission staff at least twenty -four (24) hours in advance. The voting members of the Youth Commission will vote on the authorization of the absence. 5. An extended leave of absence must be approved by the voting members of the Youth Commission. Only two (2) extended leaves of absence are permitted per s 65A -8 Youth Commission term, except for in emergencies approved by the full Youth Commission. Such request must be submitted in writing or email. The extended leave may only be for 2 months. Section Vill- Amendments A. The Youth Commission can create, repeal, amend, or reword its bylaws with a majority vote of the voting Youth Commission members. Changes made to the bylaws must be placed on the agenda and noticed at least ten (10) days prior. B. A record of all changes of any kind of the bylaws must be documented. The exact change must be recorded and have the Chairperson and Vice - Chairperson's signatures, the date, and amendments reflected. The undersigned appointed regular and alternate members of the Santa Ana Youth Commission approve these Bylaws to be used by the Youth Commission and all future Youth Commissions from the City of Santa Ana, The Youth Commission approves these bylaws with their signatures. Adopted this 16`h day of October 2015 by the undersigned City Of Santa Ana Youth Commission Members: Regular Members: Associate Members: dim Anais Behavides — Ward 4 T 65A -9 Alternate Members: Ro Rodriguez — Mayoral 65A -10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE, NOVEMBER 17, 2015 TITLE: UPDATES TO THE CITY'S SECOND DWELLING UNIT ORDINANCE {STRATEGIC PLAN NO. 5, 3} CITY MANA RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY 7009 il ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Direct staff to initiate the Zoning Code Update process for the Second Dwelling Unit Ordinance as proposed. DISCUSSION The City of Santa Ana General Plan Housing Element calls for the production of housing opportunities at different affordability levels, in order to increase housing choices and meet the local and regional housing need. Second dwelling units, or "granny flats," are a valuable resource, increasing housing choices and providing affordable housing. These second dwelling units can provide housing for family members, students, the elderly, in -home health care providers, the disabled, and others, at below market rate prices within existing neighborhoods. In response to the enactment of State legislation (AB 1866), Santa Ana adopted its first Second Dwelling Unit Ordinance in 2003 allowing administrative approval of second dwellings in residential zones subject to specific development standards regulating height, setbacks, open space and lot coverage. To further incentivize affordable housing opportunities, it is proposed that the City of Santa' Ana's existing Second Dwelling Unit Ordinance be amended to streamline the process by creating development standards that more directly address issues in our community. Initial review of the ordinance suggests that amendment consider removing prohibitions against constructing second units above garages and redefining the proximity to public parks requirements. A brief summary on the proposed changes to the City's Second Dwelling Unit Ordinance was presented to the Development and Transportation Council Committee in early October 2015. It is expected that the draft ordinance amendment to the Zoning Code will be completed no later than January 2016. It is anticipated that these proposed changes will be presented to the Planning Commission for their review and recommendation in March 2016, with a formal zoning ordinance amendment request be forwarded to the City Council in April 2016 for consideration. 6513-1 Dwelling Unit Ordinance Updates November 17, 2015 Page 2 §1RATEGIC PLAN Ai.BfaNIVM Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement and Sustalnebility, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and Improve livability In Santa Ana neighborhoods), §QALIMPACT There is no fiscal impact associated with this action, assan klag ani, A CP Executive Director Planning & Building Agency MM:rb M:IRPPQRT9MCM2nd UnitOrdlnanceAmendment cc.dac 65B -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: UPDATES TO THE CITY'S ZONING CODE (STRATEGIC PLAN NO. 3,2B) CITY MANAGN�-- - - -' -- RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: FTITIJWTO ti ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Direct staff to initiate the Zoning Code Update process as proposed. DISCUSSION The Zoning Code is a critical component of the City's development process. In conjunction with the General Plan, the Zoning Code provides homeowner, property owners and developers direction for development in the City. Without a clear, concise and equitable code, economic development in the City could be unnecessarily constrained. As the last comprehensive update to the Zoning Code was completed in the mid 1980's, staff is in the process of finalizing a work program to perform a comprehensive update of the City's Zoning Code. As a precursor to this work effort, staff has identified several updates to the code that can be easily achieved. Therefore, staff is proposing to move forward with these amendments, which will immediately assist in streamlining the development process as well as implement the goals and policies of the Strategic Plan. This initial effort of updating and streamlining the code will consist of several items, including but not limited to, removing redundancies found in the Code; modifying code sections that pertain to the processing of conditional use permits, variances, minor exceptions; improving the sign regulations; revising the parking standards; and, the establishment of a hearing officer procedure. Other items will be identified during this effort and will be included provided they can be implemented in a timely manner and will assist in streamlining the development process. A presentation on the Zoning Code update was presented to the Development and Transportation Council Committee in early October. Based on their direction to move forward, staff is finalizing the comprehensive list of clean -up items within the next 30 days. It is expected that these draft changes to the Code will be completed no later than January 2016. It is anticipated that these proposed changes will be presented to the Planning Commission for their review and recommendation in March 2016, with a formal request to amend the Zoning Code (zoning ordinance amendment) forwarded to the City Council in April 2016. 65C -1 Updates to the City's Zoning Code November 17, 2015 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) Strategy B (update the City's Zoning Ordinance to be consistent with the updated General Plan and include equitable, innovative, business friendly zoning practices). FISCAL IMPACT There is no fiscal impact associated with this action. AN:rb AnmpSIVoningQrdlnanneAmendmen a 65C -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2015 TITLE: 6TH /LACY STREET AND RAITT /MYRTLE STREET REAL PROPERTY ACQUISITIONS USING COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS TO PROVIDE FOR OPEN SPACE (STRATEGIC PLAN NO�5, 4A) CITY MANA RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For _ CONTINUED TO FILE NUMBER Approve staff recommendation to initiate the administrative process required to acquire real properties to provide for new open space using Community Development Block Grant funds in the amount of $1,743,000 for the following properties owned by the Housing Authority as the Housing Successor Agency: • 710 E. 6th Street 714 E. 6th Street • 720 E. 6th Street • 415 S. Raitt Street • 423 S. Raitt Street Further City Council actions required for this administrative process will be agendized as noted in the timeframe below. DISCUSSION Centennial Park was obtained from the United States government with use restrictions that require the land to be used for public recreational purposes. Approximately 2.6 acres of the park is currently utilized by the Rancho Santiago Community College District ( RSCCD) for non - recreational purposes, to house its adult education campus, the Centennial Education Center (CEC). The National Park Service (NIPS), the agency charged with interpreting and enforcing the use restrictions, is requiring that the RSCCD vacate the site by November 2019 or work with the City on a land conversion plan. 65D -1 6th /Lacy and Raitt /Myrtle Open Space Acquisition November 17, 2015 Page 2 On August 18, 2015, the City Council authorized an agreement with the RSCCD to move forward with a land conversion process, required by NPS to consider allowing CEC to remain at Centennial Park. The agreement identifies both the 6th and Lacy Street properties (0.42 acres) and the Raitt and Myrtle Street properties (1.09 acres) for a total of 1.51 acres as potential replacement properties for land conversion. Currently the properties are owned by the Housing Authority as the Housing Successor Agency and must be sold to the City in order to move forward with the land conversion process. The Housing Authority obtained appraisals for these properties between June and August of 2015, and the appraised value totaled $1,743,000. Staff has reconciled the Community Development Block Grant (CDBG) accounts and has determined that there is an unallocated amount of $1,454,000 currently available which the City may use to acquire the properties. An additional $289,000 will be identified from CDBG programs /activities that may not expend the full amount allocated for reprogramming to complete the acquisitions. The use of CDBG funds to acquire the properties requires a Substantial Amendment to the City of Santa Ana Annual Action Plan, a 30 -day public comment period, a public hearing, City Council approval and an Environmental Assessment. In addition, a public hearing and approval for the sale of the properties by the Housing Authority as the Housing Successor Agency is required. The following is a tentative timeline for the property acquisitions: TIME FRAME ACTION DEC 2015 Commencement of Annual Action Plan Substantial Amendment Public Comment Period JAN 2016 Public Hearing for Substantial Amendment at Community Redevelopment and Housing Commission (CRHC) JAN 2016 Substantial Amendment to City Council for Approval FEB 2016 Completion of Federally Required Environmental Assessment & Housing Authority as Housing Successor Agency Approval of Sale MAR 2016 Acquisition of Housing Authority as Housing Successor Agency Owned Properties NPS has already approved 1.4 acres of land conversion and replacement properties from the Orange and McFadden Pacific Electric Park site. Approval of this item will allow staff to initiate the administrative process to acquire an additional 1.51 acres of land conversion and replacement properties for a total of 2.91 acres of open space. This will exceed the required land replacement requirements and should exceed the land value requirements to allow CEC to remain at Centennial Park. 65D -2 6th /Lacy and Raitt /Myrtle Open Space Acquisition November 17, 2015 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal # Sustainability, Objective # 4 (Support neighborhood design and construction of parks to provide ins recreation throughout the City, construct the Roose, develop concepts and proposals for the Library Pe Ana River Eco- Park). FISCAL IMPACT There is no fiscal impact associated with this action. Kelly Reenders Executive Director Community Devely KR /J B /sv Agency 5 Community Health, Livability, Engagement vitality and livability), Strategy A (Support the :reased open space and opportunities for felt Walker Park and Community Center, and rk in the Civic Center and Centennial Santa Ger (rdo Mouet Exe ve Director Parks, Recreation and Community Services Agency Exhibit: 1. Proposed Open Space Acquisitions Maps 65D -3 PROPOSED OPEN SPACE ACQUISITIONS EXHIBIT 1 n ana Lacy btreet Properties iviyrtie ana Kant street Properties W Chestnut Ave ... 1) 710E 6TH STREET 2) 714E 6TH STREET 3) 720E 6TH STREET 4) 415 S RAITT ST 5) 423 S RAITT ST 65D -4